


Something to Rely On

by stoneage_woman



Category: Iron Man (Movies), Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), Spider-Man - All Media Types, The Avengers (Marvel Movies)
Genre: Adult Peter Parker, Alternate Universe - Canon Divergence, Angst with a Happy Ending, Cross-Posted on FanFiction.Net, Emotional Hurt/Comfort, Father-Son Relationship, Flashbacks, Forgiveness, Friendship, Gen, Grief/Mourning, Healing, Heavy Angst, Hurt/Comfort, Injury Recovery, Not Avengers: Endgame (Movie) Compliant, Not Avengers: Infinity War Part 1 (Movie) Compliant, Post-Spider-Man: Homecoming, Protective Peter Parker, Protective Tony Stark, Realistic, Reconciliation, Tony Stark Acting as Peter Parker's Parental Figure, Tony Stark Has A Heart, Trauma
Language: English
Status: In-Progress
Published: 2020-09-01
Updated: 2020-12-31
Packaged: 2021-03-07 02:00:45
Rating: Not Rated
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 28,501
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26239003
Author URL: https://archiveofourown.org/users/stoneage_woman/pseuds/stoneage_woman
Summary: Tony was the one who was snapped and Peter was the one who lived. Five years after dissolving into ash on Titan, Tony wakes to a transformed world. The dorky teen he once knew is now a haunted adult, forced to grow up overnight after inheriting Stark Industries at sixteen. Peter has worked hard to make Tony proud, raising Stark Industries to new, dizzying heights of success. All the while, he’s been forced to contend with attacks by the Green Goblin as well as an increasingly bitter rivalry with the newly crowned CEO of Oscorp Industries. Inventing time travel and saving half the universe should have helped, but instead, Peter finds himself pushed to the limits of his endurance by the aftermath of the Blip. Tony knows it’s down to him to help the kid, but with half a decade’s worth of distance between them, he doesn’t even know where to start.
Relationships: Happy Hogan & Peter Parker, Happy Hogan/May Parker (Spider-Man), Liz Allan/Harry Osborn, Pepper Potts/Tony Stark, Peter Parker & Steve Rogers, Peter Parker & Tony Stark, Steve Rogers & Tony Stark
Comments: 105
Kudos: 299





	1. prologue

**Author's Note:**

> It's been a while since I tried to write something this long and complex, but I am very excited about this story. I'm also a little bit nervous because it has evolved from what I thought was going to be an angsty H/C Irondad story to something long and plotty involving corporate rivalry, supervillains, and multiple relationships and friendships. I now have a 6-page outline and three different planning documents, but I am happy about how it's shaping up so far. I'm currently finished with four chapters. My goal is to try to post every week or two but always stay a few chapters ahead- that way, even if life happens and I get caught up with work, I still won't keep you waiting for too long (I hope).
> 
> Some of the plotlines in this are loosely inspired by events in the Spider-Man comic books. I have not actually read any of those, but I researched them extensively on the Marvel Wiki and watched some YouTube videos.
> 
> As always, thank you to Warriora for beta-reading this fic. I hope you all enjoyed this first chapter, and I'm exicted to know what you think of this AU.

_Oh, simple thing, where have you gone?_

_I'm getting old and I need something to rely on_

_So tell me when you're gonna let me in_

_I'm getting tired and I need somewhere to begin_

\- Keane, 'Somewhere Only We Know'

...

When Peter remembered it later, the worst thing about the Snap would always be that Tony was the last to go, which meant that he'd known it was coming. He'd watched it happen to all the others first, then looked at Peter with panic in his eyes. Peter had seen thought forming in his mind: _oh God, is the kid next?_

For a wild moment, Peter even thought he might be, but instead, it was Tony who was next. Peter could only watch in horror as he collapsed hard onto the floor, a look of anguished realization in his eyes. Then he was leaping forward and grasping his mentor's shoulders so tightly that he was leaving finger sized indents in his armor. "Mr. Stark, _no._ Tony, God, _please_ don't do this-"

"I'm sorry," Tony said shakily. His gauntleted arm was already beginning to dissolve under Peter's fingers. "Kid, you know..."

But he was gone before he could finish, the beating of his heart abruptly silenced in Peter's ears, leaving behind soft, thick ash slipping through his fingers. The metallic contours of Peter's new Spidersuit suddenly felt a little too defined against his skin. His hands felt too solid, the tears shockingly warm against his cheeks. Titan's gravity was a mess, but Peter had never felt its pull more keenly than he did now, his feet rooted firmly to the ground as he was hit by the awful realization that Tony really was gone, that all the others were too, and that he was stuck here, _alone_ on this planet _._

Not completely alone, he realized a second later. Nebula was still standing rigid and straight-backed a few feet away, and he looked towards her, pleading silently for some way to fix this. Instead, she said with awful, inescapable finality, "He did it."

He felt something inside him break apart at the words. He brought his hands up to his face, not caring that he was smearing Tony's ashes all over his cheeks, and he cried.

...

The journey back to Earth was eerily quiet. Peter and Nebula both drifted through the emptiness of space without saying much. Keeping the spaceship running took up most of their time and energy. Any other time, Peter would have been excited and full of energy, curious about how everything worked, firing questions at Nebula or anyone else who would listen. But without Tony there to answer his questions, he just felt drained and hopeless.

The spaceship had taken some serious damage. The reg couple in the engine was busted and the fuel cells had also been cracked, though Nebula said those could be fixed later. The reg couple was the most immediate problem, and it had taken a couple of hours to fix it before they could leave Titan. Nebula had given Peter terse, but clear instructions on how to assist her, telling him to "take the G-line and plug it directly into the port pin-lock; no, not that one, the other one- there, exactly." Peter had tried to follow along as best he could, but unlike Tony, he was no mechanical engineer. Eventually, though, they'd managed it, leaving Titan as soon as they got the engine spinning again.

They'd worked on the fuel cells for several days after that, and Peter couldn't help but feel like a liability even though Nebula was patient with him. He was doing his best, but he was sure it wouldn't have taken Tony _five days_ to figure out how to reverse the ion charge in the fuel cells if he were here. He vowed to himself that he would learn more about this stuff if they ever managed to get back to Earth.

As they moved through the endless nights, Peter felt completely hollowed out and numb. The food supply was dwindling, and he was hungrier than he ever remembered being. His enhanced metabolism needed a lot more than what he was getting to survive, and he knew Nebula was worried about him when she eyed the way his clothes were hanging off him. She sometimes tried to give him more than his fair share to eat, but he always felt guilty about that and refused to take it.

When it was time to sleep, he lay awake for hours worrying about whether May, Ned and MJ had made it. When he dozed in fits and starts, he invariably relived the Snap. Sometimes, his mind showed him Earth, and he saw May at the hospital in the middle of a surgery, crumbling into ash, painting a patient's insides in clouds of gray dust. His subconscious conjured up images of school hallways blanketed with black ash; he saw Mr. Delmar's cat dissolving behind the counter at his deli, heard Ned and MJ screaming and terrified.

The horrors his mind showed him varied every time, but the dreams always ended the same way: back on Titan, with Tony saying " _kid, you know…"_ before dissolving into in his dreams, Tony was always gone before he could finish speaking, and Peter would wake with a terrible feeling of emptiness in his chest and tears soaking into his pillow. That unfinished sentence haunted him relentlessly, and he often tortured himself by imagining what Tony might have planned to say.

_Kid, you know you shouldn't be here. Go home. Be safe._

_Kid, you know this was your fault. Why didn't you stop him?_

_Kid, you know you need to keep fighting. You need to do everything you can to get back to Earth. Promise me._

_Kid, you know you're the only one who can save me, right? You need to go back down there and figure out a way to fix this._

It went on and on, playing in his mind on an endless loop. He could tell that Nebula was concerned about how quiet and dull he was all the time. She would have been even more concerned if she actually _knew_ how chatty he usually was, but Peter couldn't pull himself out of the dark hole he was in. This felt like losing his parents all over again, like losing _Ben_ , and Peter couldn't believe that this had happened to him yet again.

About twenty days into their journey, the engine's catalyzer imploded. Nebula held up the crucial piece of machinery, her expression grim. It was blackened with smoke, and she explained that it simply wouldn't fit anymore. They needed a new one, but they were light years away from earth.

Without a working engine, they couldn't spool up the FTL drive to jump or keep the life support functional. They were going to be out of oxygen within a day.

Peter felt it settle over him, the knowledge that he was going to die out here, completely cut off from everyone he loved. Of course, he felt fear at the idea of that, but it felt hazy, filtered through by a heavy, aching numbness. Karen asked if he would like to record a goodbye message for May, but even though he knew he should, he couldn't think of anything hopeful and uplifting to say.

In the end, he fell asleep sitting at the controls, Nebula watching over him from somewhere behind. When he opened his eyes an indeterminate amount of time later, white light was breaking through the unending blackness surrounding them. For a second, he thought he really _was_ dead, but then the light coalesced into the figure of a blonde-haired woman, glowing with raw power. There was kindness and determination in her blue eyes, and when she smiled at him, Peter knew they'd been saved.

...

Carol Danvers set them down in the darkened Avengers Compound a day later. Weakened by sleep deprivation and food shortages, he leaned heavily on Nebula as they climbed down the stairs, his vision going gray around the edges. When his eyes cleared, he saw four figures rushing towards him on the lawn.

Captain Rogers was the first to reach them, and normally Peter would have been beside himself with excitement to be meeting one of his all-time favorite superheroes again, but right now, all his attention was fastened on the familiar figure behind him. May rushed towards him, brown hair disheveled and eyes frantic, and the relief made Peter's knees buckle underneath him. Captain Rogers steadied him before he could fall, and then May was there, snatching him from his arms and hugging him tightly. Peter gasped out her name, clinging back just as desperately.

"Baby, honey," she murmured, choking back sobs. "You're _alive_. It's been three weeks. Jesus, I thought...You scared me so badly, Peter. _Thank God_ you're okay _._ "

"I lost Mr. Stark," he croaked out. There was a sharp intake of breath from Captain Rogers, and a few feet away, Colonel Rhodes swore under his breath. "I lost Tony," he said again. "He just...in my arms, he just turned into-"

May shushed him gently, cradling the back of his neck with her hand. When they finally stepped back from each other a minor eternity over, she kept one hand on his shoulder, grounding him. His eyes swept over her, cataloguing her messy hair, her splotchy cheeks, and the dark circles under her eyes. It was obvious she'd been through hell these past few weeks, and he felt a stab of guilt for just disappearing on her again with no explanations.

He wondered suddenly what she was even doing at the Avengers Compound- when had she met all these people? Had Captain Rogers or someone else contacted her, or had it been SHIELD? He was suddenly very aware of his unmasked face. Captain Rogers laid a steadying hand on his shoulder. "Come on, you look half starved," he said gently. "Let's get you something to eat."

...

A few hours later, Peter found himself in a large, comfortably furnished room, sitting at a table across from the handful of remaining Avengers. Thor, Carol Danvers, Nebula and a talking raccoon named Rocket were also scattered through the space, watching them thoughtfully. When Ms. Romanov finished speaking, Peter didn't respond immediately, trying to wrap his mind around everything he had just learned. May sat at Peter's side, and the warmth of her hand on his arm was the only thing keeping him grounded.

"What about Ned and MJ?" he asked when the silence grew too long.

She shook her head, and he closed his eyes and released a shaky breath as a fresh wave of grief and loss hit him. Thanos really had done what he'd said he would- half of the planet gone in the blink of an eye. According to Ms. Romanov, governments around the world were in pieces. All over the globe, there were parents without kids, kids without parents, schools without teachers, hospitals without doctors, and massive swathes of agricultural land with no one left to tend them. Millions were at risk of sliding into complete destitution after losing their breadwinners or their sources of income.

Some countries' governments had been luckier than others. Justin Trudeau was still alive, and miraculously, most of his Cabinet was still intact. In Mexico and Guatemala, several drug cartels had been almost completely wiped out, and their governments were making a sudden, welcome rise into real, hands-on leadership just when it was needed the most. In China, there was a major power vacuum because a massive swathe of Communist Party members had been erased. Even the tiny European countries which usually weathered most crises without breaking a sweat were struggling badly with their already tiny populations now cut in half.

In America, both the President and the Vice President had been dusted. In fact, so many prominent lawmakers and Cabinet members were gone that the presidential succession had been completely upended. Margaret Warren, who had been the Speaker of the House before the Snap, was sworn in as President without fuss or ceremony. Hearing this, Peter couldn't help but hear MJ's voice in his head making a snide comment about how _it only took an apocalyptic alien invasion to give America its first female president._ He swallowed hard.

"Peter, there's something else." May hesitated for a second, glancing at Captain Rogers, who nodded at her encouragingly. "Pepper Potts is gone too."

"Okay," said Peter, somewhat confused. "So who's going to run Stark Industries now?"

"That's the thing," said May. "They read Tony's will two weeks ago, and apparently he left all his shares to _you."_

"I'm sorry, _what_?" Peter gaped at May in disbelief, sure she'd misspoken, but she didn't say anything to contradict herself. Neither did anyone else. "You can't be serious," he spluttered. "I'm _sixteen years old_."

May and Captain Rogers both flinched, but still, they didn't take it back.

"Look, I know this is a huge shock," Colonel Rhodes said carefully. "I was stunned when I found out, too. Tony often talked about his intern; this kid named Peter Parker. I've been curious to meet you for a while. I could tell he thought the world of you, but I never dreamed that you were Spider-Man until we tried to track you down and found your aunt instead. Everything made a lot more sense then. He saw _you_ as the future of his company."

"But that's insane," Peter protested, breathing hard as he tried to process it. "I can't just _take over_ a multi-billion-dollar company like it's an empty spot on the Academic Decathlon team! Mr. Stark would never have wanted me to just-"

"He did," Colonel Rhodes broke in. "He probably didn't want to say anything until you were older, though. He was seventeen when he took over SI, and he wouldn't have wanted this burden for you. I think the plan was for you and Pepper to be equal partners, so she could guide you into this role over a period of years...but with her gone, you own a controlling stake in the company- that's 70% of the shares. The company is yours, Peter."

"But _why_ ," Peter croaked out, still unable to wrap his mind around it. "Why would he…?"

"He trusted you with his life's work, and with the company his father built," Colonel Rhodes told him. "There could only be one reason for that. It's obvious he saw you as a son." His voice grew rough. "I only wish I'd seen him in that role, while he was alive. It must have been something."

Peter looked away quickly, trying to hide the way these words had affected him.

 _Kid, you know I love you_ , he imagined Tony saying. _You can do this; I know you can._

_Then why didn't you ever tell me that out loud? I never even got a chance to say it back..._

"You're not the only one who's been put in this position," Dr. Banner said. "It's happening everywhere. Justin Hammer is gone, too, and so is his family- what's left of Hammer Industries' board is apparently fighting over who gets to be the new CEO. And Oscorp Industries is being taken over by Norman Osborn's son; he only just turned eighteen himself-"

"I don't _care_ about Oscorp or about Harry Osborn," Peter snapped, surprising himself with his own harshness. He paused and forced himself to speak more evenly. "Sorry. I didn't mean to snap. This just isn't a feasible option for me, Dr. Banner. I'm just a junior in high school. Colonel Rhodes, you said yourself that Tony never intended for me to do this at sixteen. What were they planning to do if I didn't show up? Someone would have had to run the company, right? Why can't we just give it to them?"

"Because no one knows who that's supposed to be, and if it's' left up in the air, the whole thing will devolve into an unwinnable argument, exactly the same as it has at Hammer," said Colonel Rhodes. "That's why the board was just waiting to see if you or Tony would show up. The government declared a thirty-day period for all the missing to return before anyone can be legally declared dead, so there haven't actually been any transfers of ownership yet. I think everyone's hoping the Avengers can still find a way to fix this, but we're a week away from the deadline, and no one knows where Thanos is."

"But we _can_ still fix it if we can find Thanos, right?" Peter asked, latching onto the idea desperately. "If we could steal the Time Stone and reverse this…"

"We've tried," Captain Rogers told him. "We've been hunting him for weeks- deep space scans, satellite imagery, but we've got nothing so far. He just walked through a portal, and no one has seen him since."

"Well, we can't just let that stand," said Captain Danvers. She rose from her seat and began to head outside, her jaw set.

"Hey, wait a second." Captain Rogers followed her quickly, frowning when she turned and faced him. "Where are you going?"

"To kill Thanos," she said, as if it were that simple.

"We usually work as a team," Ms. Romanov said. "I know you're used to fighting alone, but I'm sure even someone as powerful as you could use some extra help. We can't fly through the air carrying spaceships, but some of us _do_ pack a punch."

Captain Danvers' eyes swept over them, skeptical and assessing, but finally she nodded in acceptance.

Thor, who had been sitting all this time with his shoulders slumped, nursing a beer, straightened now with a spark of interest. "Do you know where Thanos is?"

"No, but I know a few people who might."

"Don't bother." Nebula's voice was hard. _"I_ can tell you where Thanos is. It's The Garden; it has to be."

They all turned towards her, their attention rapt as she explained what she knew about Thanos's retirement plan, and a determined energy crackled through the room. Peter allowed himself to hope.

...

Days later, as Peter stared down at Thanos's disembodied head, and the gauntleted hand lying on the floor with gaping holes where the Infinity Stones had once been, he felt any slivers of hope die out like a candle in the wind. Bitter despair descended over everyone as the reality of their failure sank in.

The journey back was made in complete silence. Everyone on the team who was earthbound was dropped off at the Compound, and then Nebula left with the others, leaving Peter, Captain Rogers, Ms. Romanov and Dr. Banner standing on the lawn. They ended up back in the same briefing room where they'd first planned the mission, staring across the table at each other without knowing what to say.

Captain Rogers was the first to break the quiet. "I guess that's it, then," he said, and Peter recognized the tone he was using from the Captain America PSAs he'd heard in detention and PE. "We just have to make the best of it. We all know it's not what any of us wanted, but-"

"Steve, please shut the fuck up," Ms. Romanov cut in, though she softened the harsh words with a slight smile. "Now really isn't the time for your misplaced optimism."

"Sorry," he said ruefully.

She turned towards Peter. "Kid, I know this is the last thing you wanted, but the fact is, we're almost to the thirty-day deadline. Once the board of directors finds out you're alive-"

"No, there has to be someone else," Peter pleaded with her, panicking. "I can't just-"

"You _have_ to," she said bluntly. "I hate that we're putting this on you, but there isn't anyone else who can. I've seen your IQ scores, Peter, and they're off the charts. Your aunt said you made the web fluid for your shooters in a _high school chemistry lab._ You've worked closely with Tony for months as his intern. Stark Industries _needs_ someone like you to run it, and not just because you're their only hope for salvaging their bottom-line. I spoke to Maria Hill at SHIELD, and she said Tony created some sort of international security and defense system. That means advanced weaponry, AI systems, and satellites- and Tony is handing control over all of that to _you._ I can't overstate how important this is, Peter, because if something like that were ever to fall in the wrong hands-"

"But mine _are_ the wrong hands," Peter interrupted, now even more panicked. "You should have seen me on that spaceship. I couldn't even figure out how to fix a busted reg couple. I'm smart, yeah, but I'm not Tony Stark. I wouldn't even know where to start, running a multi-billion-dollar corporation like Stark Industries, in the middle of a crisis like _this_? Half the workers are probably gone, and there must be dozens of projects just left half-finished in the R&D labs, and-"

"And that's exactly why you need to do it." Peter turned in surprise at the familiar voice and saw Happy Hogan standing in the door. There was a small wooden box in his hands, dark circles under his eyes, and stubble on his cheeks, but he still smiled at Peter with genuine warmth. "It's good to see you made it, kid."

"Happy? What-?" he stopped short, suddenly hit by this new reality, because before this, he'd always thought of Happy Hogan and Tony Stark as a package deal, but now here was Happy, standing in front of him without Tony at his side. "You're alive," he said hoarsely.

"I am," said Happy, setting the box down in front of him and taking a seat across the table. "I just came from SHIELD. This is for you."

Warily, Peter opened the box, then blinked in confusion at the contents. "It's a pair of sunglasses," he said.

"It's Tony's augmented reality security, defense and artificial intelligence system," Happy informed him. "It's a mouthful, yeah, but Tony never did things by halves, did he?"

Peter glanced at Ms. Romanov, who was eyeing the sunglasses with a mixture of fascination and wariness. "Is this what you were talking about?" he asked her.

"Yeah, it is," she said. "From what Hill said, it's tuned only to you."

"That's right," Happy confirmed, then added with a wry smile, "He named it EDITH. Even dead, I'm the hero."

Peter's eyes burned, and Colonel Rhodes let out a soft sound- part grief, part laughter. "For fuck's sake, Tony," he muttered under his breath.

Peter lifted the glasses gingerly and noticed there was also a Stark Industries' business card. He opened it with fumbling hands. _For the next Tony Stark,_ he read. _I trust you. Say EDITH._

He looked back up at Happy, eyes full of tears. "I- I don't…"

"The fact that you immediately thought about the workers who were gone and the unfinished R&D projects- that is _exactly_ why he chose you," Happy told him. "I know you're scared; I know you feel like you're in over your head, but if Tony could do this when he was seventeen, you can do this now, Peter. I promise, you won't be alone. There aren't a lot of people who know SI as well as I do, and I'll be right by your side every step of the way. And it won't just be me. There are other good people on the board too, and you can hire experts who can guide you and train you. No one's expecting you to do this alone, kid. Even Tony and Pepper knew how to delegate, and they were the two biggest perfectionists I have ever known."

Colonel Rhodes spoke up next, just as sincere and earnest as Happy. "Tony would want me to help," he said. "You can call me day or night. Anytime."

"That goes for me, too." Ms. Romanov smiled at Peter, softening the usually hard lines of her face. "I worked at SI as an assistant a lifetime ago." Happy snorted and muttered under his breath, and she conceded, "Well, okay, I was actually spying on Tony at the time, but I definitely picked up on a few things. And Bruce can help you with the research and the science parts, can't you?"

"Gladly," Dr. Banner said immediately.

"I don't know much about running a big company," said Captain Rogers, "but I'd like to help, too. I'll always regret that I never got a chance to make things right with Tony. I know I let him down, but I'm not going to make the same mistake with you. You have us, Peter. You have all of us."

Peter didn't know what to say. He was deeply moved. There was a slight tremor in his fingers when he reached out and gently unfolded the sunglasses, placing them on the bridge of his nose. He looked at the Avengers through its tinted lenses, taking in the fierceness in their faces, how determined they all were to support him.

He glanced down at Tony's note. _I trust you._

Peter took a deep, steadying breath. "EDITH," he said, and stepped into his new role.

...

TBC...

Up Next:

" _No," Peter insisted furiously, and there were tears in his eyes and his voice now, because_ sorry _was the last thing Tony had said to him five years ago, too, and he couldn't endure this a second time. "I can't hear that from you. I won't forgive you if you let yourself slip away without even trying to fight. Pepper's alive, and Rhodey's right here next to you, and I am too. You don't get to quit on us again, Tony. Please."_

**Notes for the Chapter:**

> The details of specific engine parts breaking down (the reg couple, the catalyzer, etc.) were stolen from lines of dialogue in the Firefly episode "Out of Gas." The reference to spooling up the FTL drive is from Battlestar Galactica. Basically, I get all my knowledge of flying spaceships from sci-fi TV shows. Anyway, I hope you enjoyed this! I'm curious to know what everyone thinks so far.


	2. down to one last breath

_Please come now I think I'm falling_

_I'm holding on to all I think is safe_

_It seems I found the road to nowhere_

_And I'm trying to escape_

_I yelled back when I heard thunder_

_But I'm down to one last breath_

_And with it let me say, let me say_

_Hold me now_

_I'm six feet from the edge and I'm thinking_

_Maybe six feet ain't so far down_

_-_ Creed, 'One Last Breath'

...

_FIVE YEARS LATER_

For many of the vanished, the moment when Bruce Banner snapped his fingers and brought them back to life was just as devastating as Snap had been for those they'd left behind five years ago. One moment, they'd been going about their daily lives, buying coffee, running errands, taking care of their kids. The next, they'd found themselves in a transformed world, surrounded by complete strangers or people who'd changed so much that they might as well have been.

In the first twenty minutes after the Blip, two hundred people were gunned down in apartments across America. People panicked at the sight of strangers suddenly appearing in their homes and tried to defend themselves, often with fatal results. Thousands died only seconds after they reappeared, knocked down by speeding cars when they appeared suddenly in the middle of busy highways, drowning at sea because the boats and cruise ships they'd been on had been destroyed or repurposed years ago, or falling to their deaths because they'd been restored to life 30,000 feet above the Earth on planes that no longer existed.

Those deaths were greeted with a fresh outpouring of grief and despair. There was celebration of course- people were certainly overjoyed to have their loved ones back- but it was muted right from the start by the trauma of the reversal. The newly returned spoke in interviews about how jarring it was to go from normalcy to complete upheaval, to have a stable life and money saved for their retirements, and then to come back to a world where they had nothing except the clothes on their backs.

For Tony, the experience was different. When he reformed, blinking into the orange, dusky sunlight of Titan, everything looked exactly the same as when he'd left. He saw the girl with the antenna reappear, then Quill, then Drax, and then there was Strange getting up off the ground, calmer than he had any right to be.

Tony scrambled clumsily to his feet. The injury he'd sustained fighting Thanos flared in protest, and he clutched his side as he looked around him wildly. He couldn't see Peter anywhere.

"Spider-Man?" he called. "This really isn't the time for hide and seek, kid."

"Don't bother." Strange brushed a speck of dust off his cloak, which preened happily on his shoulders. "You won't find him here."

"What the hell is that supposed to mean?"

"He's on Earth." Strange's usual air of snark was softened slightly, and he looked at Tony with something akin to sympathy. "It's been five years since Thanos dusted half the universe. I'm sorry. It was the only way. This is how long it took for Parker and Banner to figure out how to bring us back."

"You already said that, remember?" Tony said sharply. "I don't care for a repeat of the fortune cookie bullshit, especially when we both know time travel isn't actually possible outside of science fiction. This isn't the _Twilight Zone_."

"I'm not making this up, Stark," Strange said forcefully. "And I don't have time to sugar-coat it. We've been dead five years. Thanos is down there, fighting to reverse what they just did. We have to stop him from undoing everything."

Quill cleared his throat. "If they brought everyone back, then does that mean that Gamora's alive?"

"I'm afraid not," Strange answered, and Tony watched as Quill and his friends deflated at his answer. "Thanos sacrificed your friend to retrieve the Soul Stone, and that can't be undone." He paused and said with an air of mystery, "When we go back down there, you may just find another version of your friend."

 _More cryptic bullshit_ , Tony thought angrily, even as the others brightened with hope.

"Then we should go now." Drax was obviously impatient to leave, his voice deep and decisive.

"Yeah, what the hell are we waiting for?"

"Hold on a second." Strange sized up Tony with his cool gray eyes. "You were hurt during the battle. Let me heal you first, so you can fight with all your strength." He raised his hands, his fingertips glimmering with yellow magic.

"Yeah, no." Tony backed away from Strange immediately, raising his hand in and pointing one of the suit's repulsors at him threateningly. "You're not coming anywhere near me, Edward Glowyhands."

"Stark, for God's sake," Strange snapped, losing patience. "I get that this is a big shock to you, but we've already _lost_ half a decade. Do you really want to waste time arguing with me? The Avengers are severely outnumbered down there, and as for that kid you were so worried about just now? He's been through all kinds of hell already, and he's going to be _killed_ if you don't get over yourself and let me help you!"

Tony fumed, but he knew that bringing Peter into it left him with no choice. "Fine," he conceded sourly.

With a sudden shock, he realized that if five years really had gone by, then Peter wouldn't be a kid anymore. He'd be _twenty-one._ He held himself stiffly but didn’t protest as Strange directed his magic on him. There was a buzzing sensation against his skin, and then the pain from the injuries he'd sustained faded away completely- not just the wound on his side, but every scrape and bruise on his body. He watched in awe as his damaged suit repaired itself under the warm, golden glow of Strange's magic. When it faded, Tony stood taller and stronger than he had in years.

" _Holy shit,"_ he said. It was one thing to know you lived in a world where magic like this existed, but another thing entirely to experience it first-hand.

"Quite." Strange smirked at Tony's reaction, earning a fierce scowl in response. He stepped away, moving his hands in a circular motion to open an interdimensional portal. "Time to go," he said.

Squinting warily through the circle of gold, Tony saw a battle raging on a dust-filled, burning landscape. He almost didn't recognize what he was seeing, but then he looked closer and saw the lake. With a jolt of dismay, he realized he was looking at what had to be decimated remains of the Avengers Compound.

 _What the fuck does Thanos have against my buildings?_ he wondered, outraged. Then, staring at the destruction, he had another panicked thought. Had Peter been in there when it came down? And what about Pepper? His pulse spiking with anxiety, Tony slid his faceplate back into place and rushed forward into the portal.

…

Facing off against two monstrous Outriders, Peter thought this had to be one of the worst days he had ever lived through. He could barely even bring himself to think about what Steve had done when they'd traveled back to 2012, and then he'd returned to the present only to learn that Natasha had sacrificed her life for the Soul Stone. Now, he was facing off against an army which had already been defeated over a decade ago.

With a quick word spoken to EDITH, Peter activated one of SI's rocket launchers, barely getting out of the way in time as the aliens in front of him disintegrated in a blaze of fire. That was when he turned and saw the familiar red and gold of the Ironman armor. He stopped in his tracks, watching as Tony took down a large group of Outriders, blasting them with his repulsors. He dispatched them with ease, his helmeted head scanning the landscape.

Then, he stopped when he spotted Peter across the dusty expanse. For one long, frozen moment, they stared at each other. There was a deafening explosion as a huge spaceship crashed to the ground between them, and Peter lost sight of Tony in the ensuing chaos.

The next time he saw him, Tony was facing down Thanos, the Infinity Gauntlet Peter had built fitting like a glove over his armored hand. He could only watch in horror as Tony snapped his fingers, ending the battle once and for all. As Thanos's army disintegrated into ash, Tony stumbled and collapsed against the stump of a tree. His entire right side was badly burned, and his breathing was labored and uneven.

Peter was at his side in seconds, followed closely by Rhodey. "FRIDAY?" he asked.

" _Life functions critical."_

Rhodey bowed his head, one gauntleted hand reaching up to cup Tony's cheek, but Peter shook his head in furious denial. _Critical_ wasn't _dead_. "Don't you fucking _dare_ , Tony," he said fiercely. "We _won_. You defeated Thanos; you saved everyone. Do you hear me? You don't get to do this now."

"Kid," said Tony under his breath. "Sorry..."

" _No_." There were tears in Peter's eyes and voice, now. _Sorry_ was the last thing Tony had said to him five years ago, and he couldn't endure this a second time. "I won't forgive you if you die on me again. Pepper's _alive_ , and Rhodey's _right_ _here_ , and I am too. You don't get to quit on us again, Tony. _Please_."

Something shifted in Tony's eyes. He nodded, holding Peter's gaze for as long as he could before his eyes slipped closed. The light from The Arc Reactor went out, and Peter heard Rhodey sob openly, but his own mind refused to acknowledge that he'd just heard Tony's heart stop for a second time _._ He scanned the battlefield in search of something, _anything,_ that could fix this. His eyes landed on Thor, and he remembered suddenly how the Asgardian had spoken of _lightning_ coursing through his veins. "Thor!" he shouted urgently. "If you give his heart a jolt, then maybe-"

Comprehension filled Thor's eyes and he hurried forward, Stormbreaker in hand. He laid the edge of the weapon gently against Tony's chest plate, and it took only a small charge of lightning before the Arc Reactor blinked back on again. Peter felt light-headed with relief as the faint pulse of Tony's heartbeat restarting reached his ears.

"You have to get him to Medical in Stark Tower. Dr. Cho, she'll be able to help-"

Thor was already nodding. With brute strength, he lifted Tony and held him against himself with one arm and began to spin Stormbreaker with the other. Moments later, he and Tony were streaking through the skies, their trajectory towards Manhattan straight and swift. Peter watched until they were out of sight and then let himself sag forward, bowing his head.

_Can't lose him again, I can't-_

There was a hand on his shoulder. "Peter." Steve's voice was tinged with concern. "He's going to be fine. You have to-"

The memory of the morning rose again, and Peter lost his tenuous grip on himself, wrenching away. "Get the _fuck_ away from me," he snarled.

" _Peter,"_ Steve tried again, dismayed. "Please, kid, just let me-"

" _No."_ Peter stood and backed away on shaky legs, holding up a hand when Steve started towards him. "I can't deal with you right now, not on top of everything else." He turned towards Rhodey, who was staring at them both in shock. "I need to go make sure Tony's okay. Can you take care of...?"

"Yeah, of course," said Rhodey immediately. "Go, don't worry about anything else. We'll be there as soon as we can."

Peter didn't need to be told twice. He shot out a web and launched himself into the air. As he sped away, he heard Rhodey ask incredulously, "The hell was that?"

"It's a long story," Steve's tired voice filtered through the air, faint and defeated in Peter's ears.

As he sped towards Stark Tower, he could see that New York was reeling from having four million souls restored to life. There were so many down there who needed help, and on any other day, he would have dived right in, but the only thing that mattered to Peter right now was getting to Tony. After what he'd been through today, he had earned the right to be selfish for once.

...

Sixteen hours later found Peter hurrying around a corner in Stark Tower's Medical Wing, heading towards the ICU. He was very glad now he was that he'd had the foresight to buy this building back four years ago. SI's head office was here now, and he and the other Avengers had found it to a convenient second base in the city. Now, even with the Compound destroyed, at least they could all come here for treatment.

He reached Tony's room and placed a palm on the biometric scanner. The door slid open with a click, and he froze when he saw Pepper sitting at Tony's side, holding onto his hand tightly. He wondered if he was intruding, but she gave him a wan smile, nodding at him to enter.

He shuffled forward, his gaze sweeping over Tony's sleeping form. There was white gauze covering one side of the man's face, and his heavily bandaged arm peeked out from under the hospital covers. He looked terrible, but the steady pulse of his heart sounded miraculous in Peter's ears.

His legs gave way beneath him, and just in time, he collapsed into the chair on Tony's other side. He could feel Pepper's gaze on him, curious and assessing. He didn't know what to say to her, cognizant of how strange and disconcerting all of this had to seem. The last thing she probably remembered was her husband going missing in an alien spaceship, and then she'd reappeared on the lawn outside the Compound, staring at the Avengers through the glass window in wide-eyed confusion. That was how they'd known their plan had worked, even before Clint's wife had called.

And then, moments later, the entire Compound came down over their heads. It was a miracle that Pepper had made it out of there alive. He still wasn't sure how, but at one point during the battle, he'd looked up and spotted Rhodey flying with her to safety. She'd been the only person there without weapons or enhancements, so it had made sense to get her as far away from there as possible. Peter wondered how she'd managed to find her way to Stark Tower. Rhodey had probably brought her here. She must have been waiting out Tony's surgery in one of the private waiting rooms, just like he had.

She cleared her throat and looked at him, her eyes crinkling a little as her lips quirked upwards. "So, you're Peter Parker. Tony kept telling me about this teenager I was supposed to take under my wing and mentor someday, but he never got around to introducing us."

"Uh, yeah, that's me. Hi." Despite how tense and awkward he was feeling, Peter smiled at her with genuine warmth. If it hadn't been for the years' worth of meticulous notes and records she'd kept as SI's CEO, it would have been next to impossible for him to step in and take over for them both. "Tony used to talk about you a lot, too. Happy's told me a lot of stories, too. It's nice to finally meet you, Ms. Potts."

"Pepper," she corrected gently. "Rhodey tells me you're the CEO of Stark Industries, now."

"Oh, yeah, about that," he said, feeling suddenly guilty. "I hope you know I'm obviously going to sign it back to you guys now that you're back. I don't want you to think- I mean, I _know_ I wasn't supposed to-"

"Peter, that wasn't what I meant at all," she said. "Rhodey said you've done an amazing job, so obviously Tony chose well. As for handing everything back to us, I do appreciate that, but we're both five years out of our time. I looked up some of what you've been doing in the past few years, and it's nothing I ever would have expected. That's not a _bad_ thing, at all, but you definitely know the company better than either Tony or I do at this point. So let's table any sudden, dramatic exchanges of power for at least a month or two, yeah? Besides-" she glanced towards Tony, her expression tightening, "we don't even know how things are going to be with Tony yet."

"Yeah, I guess you're right." Peter couldn't help but feel a surge of disappointment. He was proud of the work he had done, but the last few years had been stressful and exhausting. The thought of handing it to someone else and stepping away from the unrelenting pressure filled him with a longing ache, but he pushed it resolutely away. "Has Dr. Cho been in to update you yet?"

"No," Pepper answered. "I got the impression they're pretty swamped right now. A nurse told me she'd be in as soon as she could."

"Oh, that's right, I told them to admit people who were hurt in the Blip," Peter remembered belatedly. Stark Tower's medical facilities weren't normally open to the public, but they did have seventy beds. It hadn't felt right to Peter to let them sit empty when people were dying on the streets waiting for ambulances to get to them.

He let his gaze drift towards Tony again, drinking in the sight of him. Even though he was overjoyed that he was alive, it still hurt to see him like this. When he'd imagined this moment, he'd pictured Tony full of life and wit and strength, wisecracking away about time travel and the future. Not _this._

He heard footsteps down the hall. Then, the hospital doors clicked open and Dr. Cho walked in. She looked exhausted, barely pausing to nod a greeting before stooping to examine Tony. Peter and Pepper both watched worriedly as she drew blood and checked various readings on the machines. Finally, she straightened with a nod. "He's still stable, at least for now. We were able to repair a lot of the damage to his internal organs during the surgery, and there don't seem to be any further complications. He'll wake up when the anesthesia wears off, in about eight to ten hours."

Peter let out an explosive breath, leaning backwards in his chair as Pepper muttered a quiet "thank God" under her breath.

"But…" Dr. Cho's expression grew serious. "You're going to have to be prepared. Despite the protection of his suit, he absorbed a lot of radiation. He has third degree burns on his face and his entire right arm. Given the amount of radiation he was exposed to, I don't know how it's not fourth degree burns. He's going to have permanent scarring, and he'll likely be dealing with mobility issues for a long time, but we can use skin grafts to help mitigate some of those problems."

"Will he-" Pepper paused and tired again as her voice cracked. "How bad will the pain be? And the recovery time?"

"The burns destroyed most of his nerve endings, so it won't be as painful as it could have been," said Dr. Cho, "but the debridement is always very painful. That's when we surgically remove the dead tissue as a burn heals to let new skin grow. It will take a month or two before he's healed enough to be released, and even after that he'll need regular physical therapy for his arm. So this is going to be a long, hard road."

Dr. Cho stopped, giving them some time to process the information. "The biggest challenge is going to be Acute Radiation Syndrome, not the burns," she said after a few moments. "That usually comes in four stages. Each of them could last days or weeks, sometimes even months. We won't know for sure how severe it's going to be until after he wakes up. There is a chance he'll get a lot worse after the third stage if his blood count drops too low or if he suffers a hemorrhage or gets an infection. It's hard to say...but Tony has always been a fighter. I'm hopeful that he's going to survive this."

"And what about later?" Peter asked, thinking about everything he knew about radiation from years of working in the same labs as Bruce Banner. "I mean, after he recovers, are there going to be other complications, like cancer, aplastic anemia, or...?" He trailed off, unable to say _fertility issues_ out loud in front of Tony's wife.

"Those are always possibilities with Acute Radiation Syndrome," Dr. Cho admitted. "Long-term, he'll probably get sick more easily, and his bones are going to be significantly weakened and more prone to fracturing even after he recovers fully."

"He won't be wearing his armor anytime soon, then," Pepper said, more of a statement than a question.

"No," Dr. Cho confirmed. "It would be too dangerous for his body to undergo that kind of strain. As for cancer and anemia and the rest of it, well, it's impossible to predict those complications. You should avoid obsessing over it if you can. There are still people alive today who worked on-site during Chernobyl, and that was in 1986. And unlike Tony, _they_ didn't have a gold-plated suit and a radiation shield."

_They also weren't exposed to a blast of radiation from six Infinity Stones._

As the massive challenges Tony would be facing became clear, Peter experienced a tidal wave of fear and dread. They were looking at months, maybe even _years_ of uncertainty. Would he have to just always live in terror that Tony might get sick any day, or break a bone, or be diagnosed with a rare, untreatable form of cancer? Overwhelmed, he clenched his eyes shut. There was a roaring in his ears, and his vision went blurry and gray at the edges. His lungs spasmed as he released a huge, gasping breath.

"Peter?" Dr. Cho started towards him in alarm.

Peter's eyes snapped open. He leaped to his feet and backed away from her, unable to bear the thought of anyone touching him just then.

"You're hyperventilating. You need-"

"I'm fine."

He turned and stumbled out of the room, rounded two corners in rapid succession, and barreled through an emergency exit door. He lurched down a few stairs and then collapsed in a stairwell, still wheezing and choking for air. Over the harshness of his own panting, he could barely hear the faint beeping of Tony's heart monitor, even and steady. Leaning his head back against the wall, he let the sound of it wash over him, and tried to breathe.

…

TBC...

Up Next:

_Steve's smile was bittersweet as the memory faded from his mind. He took a deep breath and told himself to stop being a coward. He couldn't keep hovering on this threshold, avoiding Peter and Tony. How many times had he wished he could have a chance to truly apologize to Tony, not just in a letter or in a projected memory from his own mind, but in reality? He had a chance to really make things right, and he needed to take it with both hands, or he would regret it forever._


	3. awakened with the axe

_We are awakened with the axe_

_Night of the Living Dead at last_

_They have begun to shake the dirt_

_Wiping their shoulders from the earth_

_I know, I know my time has passed_

_I'm not so young, I'm not so fast_

_I tremble with the nervous thought_

_Of having been, at last, forgot_

_-_ Sufjan Stevens, "They Are Night Zombies! They Are Neighbors! They Have Come Back From The Dead! Ahhhh!"

...

Steve's entire body ached with exhaustion. After spending three days on his feet, he wanted nothing more than to fall into bed and sleep for a week. Still, he couldn't bring himself to leave. He stood outside Tony's hospital room, staring through the large glass window overlooking his room. The curtains were drawn but had fallen open by a sliver, allowing him to see inside.

Tony lay unmoving in his bed, his cheek and right arm covered in thick bandages. He looked terrible, but even so, it was Peter who was at the forefront of Steve's concern just then. The kid was passed out in the chair by his mentor's bedside, looking troubled even in his sleep.

This really had been a terrible year, Steve thought sadly. The kid had endured blow after blow, and it had taken a very visible toll on him. He was profoundly relieved that Tony was going to survive this, because he didn't think Peter would have otherwise. Steve contemplated going in and taking the seat which Pepper had left vacant, but he didn't want to risk waking either of them. Peter had been so tightly wound lately, all his senses dialed up to a hundred.

As he contemplated the sleeping pair, Steve's mind drifted to his run-in with Happy and Pepper on his way down here. He'd caught them in the elevator heading up to the residential floors of the Tower. Pepper had looked exhausted and worn down by her long, tense vigil by Tony's bedside, and Happy looked nearly as bad. They had updated Steve about everything Cho had said about his recovery.

"He's supposed to wake up in an hour or two when the anesthesia wears off," Pepper had finished. "We'll be back down as soon as I get a shower and a fresh change of clothes, and maybe something to eat."

"Of course, you need to take care of yourself," said Steve. He glanced at Happy. "Is Peter still…?"

"Yeah," the other man answered grimly. "He refused to leave Tony's side. Honestly, I didn't try that hard to make him. After everything he's been through…"

"I know," said Steve. "They'll be okay. I'm heading down there now to keep an eye on them both."

Happy nodded, and they parted ways.

Now, as he stood looking in through the hospital room window, Steve thought ruefully that Happy wouldn't have accepted his assurance so easily if he'd seen how Peter had reacted to his attempts to comfort him. The memory of how Peter had pulled away from him on the battlefield made him cringe all over again. He admitted to himself that _this_ was the real reason he was afraid to go in Tony's room.

Peter had every reason to hate him. After what Steve had done, there was a good chance that Peter would never find it in himself to forgive him. The thought made Steve desperately sad. He couldn't believe he was here once again, that he'd somehow managed to fracture a friendship with someone he cared about deeply. When he thought about the promises he'd made to Peter when he was still a kid, he couldn't believe it had all come to this.

_FIVE YEARS AGO_

Steve sat up in bed with a choking gasp, panting hard and with sweat beading at his temples. "FRIDAY, lights," he croaked out, flooded with relief when the room flooded with warm, bright light.

For a few minutes, he focused on regaining control of his breathing, and the nightmare gradually faded from his mind. Still, he knew those final images- Bucky slipping through his fingers from the top of a train, dissolving into ash which blew away in the wind and covered the snow-capped mountain tops in specks of black- would be seared into his memory for weeks. Steve threw his covers aside and slid towards the edge of the bed, glancing towards the clock he kept by his bedside table.

It was 5:00 am. Too early to be up, but he knew there was no point trying to go back to sleep after that dream. He made a brief stop to the bathroom and then padded downstairs to the communal kitchen, hoping for a cup of coffee and a snack before he headed out for his morning run.

To his surprise, he found Peter sitting at the kitchen table, typing on his laptop. There was a mug of coffee at his side and dark circles ringing his eyes- and it was no wonder, Steve thought grimly. Even though they were both living at the Compound, Steve hadn't actually _seen_ Peter in over a week. He'd been extremely busy, spending most of his time in the city as he dealt with the ramifications of his sudden succession to becoming Stark Industries' CEO.

"Peter, it's good to see you home."

"Hey, Captain Rogers." Peter spoke with a distracted air, not even bothering to look up from his laptop. His brow was furrowed in an expression of intense concentration as his fingers flew across the keyboard.

Watching him, Steve was reminded strongly of Tony in full workaholic mode. "Kid, when was the last time you ate something?"

"Hmm?" Peter blinked at him owlishly.

When Steve repeated himself, Peter looked genuinely confused at the question. Steve reached across the table and closed his laptop. "Alright, I'm cutting you off. You need a break, and something to eat which isn't coffee."

He opened the fridge and pulled out fruit, bread, peanut butter and eggs. Sliding a banana towards Peter, he put two slices of bread in the toaster before retrieving a mixing bowl from one of the cupboards. Peter looked towards him in consternation as he began to crack eggs into the bowl. "Captain Rogers, you really don't have to make me breakfast! I mean, thank you, but I can easily-"

"You obviously _can't_ , if you don't even remember the last time you ate," Steve pointed out, smiling to soften his words. "Don't sweat it, kid; it's just eggs. And please, call me Steve."

"Sure." Peter lifted his shoulders awkwardly. "And, uh, thank you."

"So, how are you doing with all this, really?" Steve asked.

"It's been fine," said Peter. When Steve shot him a skeptical look, he squared his shoulders and said defensively, "I mean, it's a lot...but I _can_ handle it."

"I wasn't implying that you couldn't," Steve said mildly. "I just know how overwhelming it can be to have everything change on you overnight. I know what happened to me isn't the quite the same thing, but… I'm here if you want to talk about it."

He turned his back on Peter for a second to retrieve a skillet from one of the cabinets. When he looked back, the kid was watching him with a torn expression. Then, he let his shoulders slump in an explosive breath and finally let the facade drop. "I...okay, yeah," he admitted. "It's been really crazy- I mean, it would have been anyway, even if this had happened without the Snap, but it's so much worse now. With so many board members just _gone_ , no one really knows what to do. Obviously, the stock prices are through the floor. I've been told my net worth is falling by hundreds of thousands of dollars every day, not that I actually know what that means, since I didn't even have a _debit card_ until last week."

Steve lit the stove and drizzled oil onto the skillet. "Have you looked into hiring people to help you?"

"Yeah, it's _all_ about hiring these days," Peter said with a sour expression. "There are _so many_ positions to fill- all I've been doing for the past few weeks is signing job contracts. I mean, obviously we're not hiring as many people as we lost- the economy was literally cut in half, so there's going to be a lot less demand, but some positions do have to be filled quickly to keep SI running smoothly. It's getting harder and harder to find qualified candidates because _every_ big company is in the same position, trying to hire the same pool of people right now." He paused and then confessed, "I pissed off the entire board by announcing we'd be paying a six month severance package to the families of any employees who were dusted. Everyone keeps saying we can't afford that, but I mean, this is still a multi-billion dollar company, even if we _are_ losing money every day. If we can't afford it, then who can?"

"You're doing the right thing," said Steve approvingly. "Tony would have done the same."

"Yeah, that's what I thought."

Steve handed him a plate full of scrambled eggs, and Peter dug in with the gusto of someone who hadn't eaten a proper meal in days. Steve waited until he all but inhaled the eggs and only spoke again when he was nibbling on his toast at a more leisurely pace. "What else have you been working on? You mentioned the R&D projects the other day; have you started figuring any of that out yet?"

"Yeah, kind of," said Peter. "Happy's been helping me with that, but there are so many of them; it's taking forever. It's seriously impressive. I can't imagine how Mr. Stark ever kept track of all of that."

"I'm sure you'll get there, Peter. It's just going to take time."

"Yeah, I guess." The kid hesitated. "The problem is, I don't think we can continue to invest time or money on this many projects. Like, the AI and nanotech and the clean energy projects and the VR research are all amazing, but some of it just seems _too expensive a_ nd kind of...not really _necessary_ right now. I've been trying to prioritise, figure out what we should pull the plug on." His lips thinned into an unhappy line. "Mr. Stark would have _hated_ that. He always wanted to fund _everyone's_ research, to hire the best people and then step out of the way so they could explore and create whatever they wanted. He told me once that that was the secret to SI's success. I really _wish_ I could keep doing that, but-"

"-but the world is different now," Steve finished for him. He was seriously impressed. It was one thing for Peter to take over his mentor's company and try to run it exactly the way he would have, but this was far more difficult- making the tough calls, going against what other board members might want, contemplating taking the company in directions which Tony himself might not have liked or approved of. "You know there's nothing wrong with doing that, don't you? The company isn't going to survive if it doesn't change. In fact, Tony did the same thing himself ten years ago, didn't he? When he shut down the weapons manufacturing division and reinvented everything Stark Industries stood for."

"Yeah, I guess that's true," said Peter. "I need to do something soon, though; we can't just keep bleeding money like this. And I don't want to reinvent completely, either. One thing I realized about all of the projects Mr. Stark funded- every single one of them, even the most crazy and out there ideas- they were all about helping humanity or building a better future. I think the world needs that vision right now. Even if I can't do _everything_ Mr. Stark wanted, I think if I focused on just one or two things which would really help people but _also_ make us money, then that would be something."

"It would be," Steve agreed. "Did you have something specific in mind yet?"

Kind of," said Peter. "I keep thinking about BARF. Sorry, that stands for Binary Augmented Retro-Framing," he added at Steve's confused expression.

"Geez, that's even worse than EDITH!"

"I know, right?" Peter laughed. "It's so typical, I can't. And he did the same thing with those, too- they look like an expensive pair of shades. He loved his sunglasses just as much as his acronyms." His expression grew more serious as he explained, "BARF is basically a holographic system which allows people to process their most traumatic experiences. It works by connecting to your hippocampus and allowing you to project your memories into the physical space around you. You can relive things from your past in three dimensions." He drew in a deep breath. "You can talk to people you've lost, say the things you wish you'd said."

 _Oh, Jesus,_ thought Steve. He felt as though he'd been doused with ice-cold water. He wondered which memories he would choose to relive, and moments with Peggy, Bucky, and Tony flashed through his mind in quick succession. He spoke with difficulty through a suddenly tight throat. "That sounds…"

"Yeah," Peter agreed. "There's this video of him giving a speech at MIT back in 2016. I think it was a few weeks before I met him. He used it to relive his last conversation with his parents the night they died. He said goodbye to his mom and told his dad he loved him. It was so _personal_. I can't imagine how he was brave enough to broadcast something like that for the entire world, but I could see how much of an impact it made on everyone there. And it's one of his most viewed YouTube videos."

"Tony was always good at living his life in the public eye," said Steve as evenly as he could manage.

Peter had no way of knowing how painful it was to hear that Tony had actually been working to process his parents' deaths only weeks before the mess with the Accords. How had that never quite sunk in until this moment? Would it have made a difference if he'd seen a recording of his MIT speech before that confrontation with Tony? He was distressed to realize that Siberia was the last time he'd actually seen Tony in person. That meant Tony's last memory of him was the sight of him tossing aside his father's shield. He felt a sharp, bitter pang of regret.

"I'm not sure why he didn't do more to make it commercially available," Peter said, not noticing his turmoil. "Like, it was great, but it also cost _611 million dollars_. There were all these plans in his files for scaling it and making it more affordable, but then he just stopped working on it." This time, Steve couldn't hold back his flinch, and Peter noticed. "Sorry, is something wrong?"

"No, just stirring up a few memories. I think..." Steve turned his head, unable to meet Peter's worried gaze as he confessed, "I think _I_ might be the reason he stopped working on that project. Because...because of what happened in Germany."

"Oh," Peter said in dismayed realization. "Crap, I'm sorry, Captain Ro- uh, I mean, Steve. I didn't realize-"

"How could you have?" Steve shook his head, dismissing the apology. "It's okay, kid, stop looking so guilty for bringing it up. There's no way you could have known." He was fairly sure Peter still didn't know all the details of that awful fight, and he wanted to keep it that way. He looked back at the kid, trying to shake off his sadness. "I think BARF is a great choice for Stark Industries to focus on. If you can make something with the potential to heal people from everything we've lost, that would make a real difference in the world."

"You think so?"

"I do." Steve smiled at him, full of conviction. "You're going to make him so proud, kid. I know you are."

_PRESENT DAY_

Steve's expression was bittersweet as the memory faded from his mind. He knew he couldn't keep hovering on this threshold. Steve had spent the last five years watching out for Peter, and he wasn't about to walk away from the kid now. And how many times had he wished he could have a chance to truly apologize to Tony, not just in a letter or in a projected memory from BARF, but actually saying the words to his face? He had a chance to really make things right, and he needed to take it with both hands, or he would regret it forever.

Inhaling sharply, he placed his palm on the biometric scanner and stepped through the door.

_..._

The last thing Norman Osborn remembered, he'd been in a pristine and brightly lit boardroom, about to close a game-changing deal with Hammer Industries. It would have put both their companies on the map again and given them a fighting chance against Stark Industries. Then, moments later, he found himself alone in a large, empty, dusty room. The conference table and everyone he'd been seated with had vanished into thin air. When he opened the door, he found the entire floor empty and abandoned, and he couldn't understand how that was possible- it was always such a bustling, brightly lit space, buzzing with activity.

His cell phone had no service, and the elevators had long since stopped working, forcing Norman to walk down sixty flights of stairs to get out. He ran into several people on his way down, all of them just as disoriented and confused as he was. When they reached the street, squinting into the bright morning sunlight, Norman's feet were throbbing with pain. He sank down on a street curb next to a Starbucks and connected his phone to the WIFI.

He spent the next few hours sitting there, his eyes glued to his phone as the streets around him seethed with turmoil- people hugging their loved ones close, speaking into cell phones with joy and grief, walking around with glazed, unseeing eyes. Norman barely noticed any of that. He was completely focused on his phone, hungry for any information he could find. That was how he learned that he'd been dusted by Thanos at age forty-three along with three and a half billion others.

Norman thought about Harry, barely eighteen in his memories. He would be twenty-three now...unless he'd been dusted, too. Panicked at the thought, Normal tried to call his son, wondering why that hadn't been the first thing he'd done. All he got was a voice message telling him Harry's number had been disconnected. Dread pooled in the pit of his stomach. Even before he typed in his son's name, some part of him knew what he was going to find.

His vision faded in and out as he read the headlines: _**Harry Osborn, CEO of Oscorp Industries, one of fifteen killed in attack by Green Goblin at Maria Stark Foundation Gala.**_ The article was dated six months ago. Norman felt bile rising in his throat when he learned that many of the bodies had been burned beyond recognition in the battle between the Green Goblin and Spiderman. There hadn't even been enough left to _identify_ Harry.

Norman sat there for a full ten minutes before he was able to move again, dragging his fingers shakily across his phone's touchscreen. That was when he learned about the rest of it: how Harry had taken over Oscorp at eighteen, straight out of high school and with no corporate experience to guide him. The company had faltered and struggled for several months, coming dangerously close to bankruptcy.

When Norman looked at the pictures of his son during those years, he could see how tough it had been on him. In every photograph, Harry had dark circles ringed beneath his eyelids. Sometimes, he stared manically at the cameras even as he tried to grin, betraying how desperately he needed help. Every businessman and financial analyst had come to the obvious conclusion: Harry Osborn was in over his head.

Meanwhile, Stark Industries had only grown in stature and size despite the fact that it was being run by a former SI intern who no one had even heard of until Stark's will became public knowledge. As Harry tried to sell military tech and experimental genetics research to a world which no longer had any use for either, Peter Parker made his mark in the VR tech world, launching Stark's augmented reality therapy experiment. Despite its ridiculous name, BARF had been exactly what the world needed, and SI's rise from its previous stock market freefall had been meteorically swift.

Parker was praised for his generosity towards his former workers' families even as Harry was forced to lay off whole swathes of the company and close down two of Oscorp's flagship buildings. Though it stung to admit it, Norman wasn't surprised. His son had always been very soft and warm-hearted, far too naive for the brutality of corporate life. It was difficult to realize he'd been right about Harry all those years. He felt a deep regret when he thought about the part he himself had played in making this a self-fulfilling prophecy. That was new too; this feeling of second guessing himself.

Norman had always been a self-assured and confident man, projecting power and authority easily because he had always had it. Now, looking at this new, changed world and reading about the last few years of his son's life, he found himself looking back at his choices with fresh eyes, and he didn't like what he saw.

He had not been a good father to Harry. He had been aware of it even then, when he'd been so consumed by making the company a success that he'd neglected his only child without meaning to, missing years' worth of parent-teacher conferences and football games. He had left Harry to be raised by nannies and housekeepers, telling himself he was securing his son's future by prioritizing the company. When it was time for high school, he had ensured Harry went to the best possible school, donating handsomely to Midtown Tech to secure his place there, and then allowing him to transfer to a fancy private school when Midtown proved too much for him.

Now, after all that time and work and effort, Norman was in the future he'd spent all those years preparing for, but Harry himself would never be a part of it. His eyes fell on another headline, this one a Cosmo magazine article from 2019. **Oscorp CEO confirms relationship rumors: who's the mystery woman who's captured Harry's heart?**

Intrigued, Norman clicked on the link. There was a picture of a tall, slender woman with dark, shoulder length-hair and piercing black eyes. She was holding onto his son's hand, leaning towards him with a mischievous quirk of her lips. "Elizabeth," he said in stunned recognition.

His eyes roved over Harry's face. His son was laughing for the very first time in all of these pictures in the articles Norman had been scrolling through, looking young and happy and in love. He skimmed through the article, his eyes lingering on a quote from Harry halfway down the page: _"We've been dating only a couple months, but I've known her since grade school. I had a huge crush on her even then. It just took her awhile to catch up!"_

His eyes stung at the realization that he'd missed this, too; Harry falling in love, courting his best friend. He had always liked Elizabeth, had admired her spunk and her obvious genius, the way she was driven to overcome her family's working class roots.

He clicked on another article and saw pictures and clips of their wedding, and the name "Liz Osborn" printed in several headlines. His son looked handsome and so grown-up in his three-piece suit; his daughter-in-law radiant in her elegant white dress. After the wedding, Harry made his wife the head of R&D at Oscorp, and almost overnight, the news coverage about Oscorp Industries began to change.

The company was soon launching a sleek pair of its own augmented reality sunglasses, a new entrant into the booming VR market which until that point had been dominated by Stark Industries. They were called 'Dream Theater,' which Norman thought was a _far_ better name than BARF. As he read further, Norman gathered that Dream Theater had been built using a version of the same tech which SI was using, but with a broader scope and range of experiences than BARF offered, and without the tedious safety protocols which Peter Parker insisted on putting in place to keep his tech from becoming addictive. Naturally, without those barriers, the product had been a huge success. Stark Industries and Oscorp were now fierce competitors, neck to neck in the VR industry, constantly vying for market share.

Norman clicked on another link- a video clipping, this time, dated only seven months ago- and his breath caught in his throat. Harry stood beside Elizabeth outside Osborn Manor, holding a tiny, sleepy bundle in his arms.

"We named him Norman," his son said, looking straight at the reporters. "After my dad." Harry looked down at the child with an expression of adoration on his face, and Norman could barely breathe over the roaring in his years. _Harry had a son._

Norman rose stiffly to his feet. The sun was about to set, and the streets still churned with unrest. He had lost almost everything that mattered to him- his company, his son, all his money. Even his phone was almost dead after so many hours of scrolling. But he had a grandson, his last tie to Harry. A child who'd been named for him, who was being raised by his daughter-in-law.

Adrift in a city full of displaced souls, Norman felt a fierce stab of desperate longing for some trace of home, some kind of connection to the last remnants of his family. Almost before he knew it, his feet were carrying him in the direction of Osborn Manor, the path through Park Avenue the only familiar thing in a city so drastically changed.

…

Tony's return to awareness was a slow, gradual mental climb. His body felt numb and far away, as if it belonged to someone else. Somewhere between waking and sleeping, he struggled to make sense of the two voices he was hearing, both of them carefully controlled but still full of emotion and anger.

"...not going anywhere, kid. Someone needs to be looking out for you right now."

"Oh, like you did when we went back?"

"Look, Peter, you _know_ I couldn't-"

"No, _you_ look, Steve. I know you did what you thought you had to, same as always. And maybe I'm being unfair to you, but I can't- it literally happened _yesterday_ , okay? I can't stand to be around you right now; don't you get that?"

Tony struggled to wrench open his heavy eyelids. Why were Steve and Peter arguing? For that matter, what was Steve even doing back in the country? Wasn't he a war criminal? _So help me, if I have to break Capitan America out of prison again..._

Then, as he finally managed to open his eyes and caught sight of the two of them, it all came back in a rush- the battle, the five years he'd missed, the terrible, consuming pain from putting on the Infinity Gauntlet and snapping his fingers. Peter and Steve were standing near the door. From where he lay, Tony could see them both very clearly with only a slight tilt of his head on the pillow- Steve's new beard, the slump in his shoulders, the sorrow in his eyes, and Peter's broadened shoulders, his added height, and the tense set of his jaw.

Tony made a soft sound in the back of his throat, and they both stopped talking immediately, turning towards him. Peter was across the room in seconds, coming to a stop at Tony's left side. His brown eyes were luminescent with fear and relief. Tony stared at him, tracking the sharp, angular planes of his face, so much more defined than they had been when he was a teenager. He was only vaguely aware of Steve leaving the room, murmuring something about going to find Dr. Cho. He couldn't look away from Peter, from this kid who had called him _Tony_ instead of _Mr. Stark_ , who had grown up _so damn much_.

"Hey, Pete." Tony's voice came out cracked and hoarse. He winced and swallowed.

Peter hurried towards the mini-fridge at the side of the room, returning with a container full of ice chips. Without speaking, he spooned some into Tony's mouth, not awkward or hesitant about it at all, but matter-of-fact, as if he'd done this before. The ice chips were cool and soothing as they melted down Tony's throat.

"Thanks," Tony said once he'd had enough. "So...time travel, huh?"

"Yeah," said Peter, and didn't elaborate further.

Unnerved by his reticence, Tony tried to lighten the mood with a quantum physics joke he knew Peter would appreciate. "Someone needs to go back a century and tell Max Planck not to waste his time," he quipped.

His attempt to cheer the kid up backfired as Peter's face crumpled. He sank into the chair by Tony's bed and reached for his hand. " _Fuck_ , I missed you."

The raw grief in his face and voice shook Tony to the core. Even if he knew in his mind that five years had gone by, he hadn't really understood until now what that must have meant for Peter. The kid had thought he was _dead_ ; he'd _mourned_ him. Tony imagined how he would have felt if their roles were reversed and felt icy horror in the pit of his stomach. Stricken, he squeezed Peter's hand back, wanting to reassure him that he was still there, but he was interrupted before he could find the words. The door opened and Helen Cho hurried into the room, and Tony caught a glimpse of Steve hovering uncertainty outside before it clicked shut again.

"Tony, it's good to see you awake." She checked the readings on the monitors, taking his blood, and then, to his mortification, checked his urine output. Tony hadn't even realized until that very moment that he was hooked up to a catheter. He was extremely glad he couldn't feel his body right now. Cho soon doused hopes of the pain meds lasting, though. "Radiation sickness and morphine don't always mix well together, so we may have to lower the dosage during the later stages," she said. "And you've got third degree burns over eight percent of your body. Treating severe burns is always very painful, even with painkillers." She shot them both a reassuring smile. "You're okay for now, though. Your CBC and lymphocyte counts are surprisingly high for Acute Radiation Syndrome. That suit of yours really must be something."

Tony blinked in confusion until he realized that she meant the Mark L. His suit _had_ been built for radiation resistance, but before today, he would have bet his entire fortune that no amount of gold or titanium plating would have been enough to withstand the gamma radiation given off by _one_ Infinity Stone, let alone six. _It doesn't make sense,_ Tony thought. _I should be dead_.

He puzzled over it for a few minutes, then let it slide away to figure out later.

Cho's pager beeped, and she glanced down at it, straightening in alarm as she read the code. "Sorry, I have to go. I'll send someone by soon to check on your burns again. It's good to see you're doing so well, Tony."

She exited the room in a hurry, leaving Peter and Tony to survey each other in silence. Before either of them had a chance to say anything, the door clicked open again. This time, it was Pepper who hurried into the room. His breath caught with joy at the sight of her. She was wearing a pair of sweats and a T-shirt, and her hair was damp and messier than usual, as if she'd abandoned a blow drying attempt halfway through.

Peter disengaged his hand from Tony's and moved aside to make room for her. She sat down in the seat he'd vacated. "Hey, Pep."

"God, Tony," she breathed. "You have _got_ to stop scaring me like this."

"I'm sorry," he said. "I know I said no more surprises, but in my defence-"

"Don't even," she cut him off, glaring at him.

He studied her face, taking in the blue of her eyes and the familiar lines of her face "You look like you haven't aged a day," he said, wonderstruck.

"That's probably because I _haven't,_ " she said tartly. "I was dusted, same as you."

"You were?" He frowned, not sure why this surprised him so much, or how he felt about it. The thought of her dissolving into ash the way Quill and the others had was horrifying, but at least she hadn't moved on without him. Then his eyes widened. "Wait. If we were _both_ gone, then…?" He stared at Peter, his heart in his throat..

"Yeah, speaking of surprises," Peter said with a slight grimace.

"Pete." Tony stopped, suddenly terrified for the teenager he had once known. "Were-I mean, did you...?"

"Yeah," Peter said, "I've been the CEO of Stark Industries for the past five years."

The quiet words stole the breath from Tony's lungs. He closed his eyes in guilt and despair as the news sank in. He pictured the sixteen-year-old kid in his memories, the one who'd climbed trees to rescue cats and helped tourists find their way to Times Square. He couldn't imagine how unprepared and afraid he must have been.

"It, uh, wasn't that bad," Peter said, obviously misinterpreting his reaction. "I mean, I know you would have probably done a better job, but we still managed to keep our head above water. A lot of the big companies didn't." He reached for his phone. "I can check our current market valuation if you-"

"Hey, no, Pete, I didn't mean it that way." Tony stared at him, dismayed. "I'm sure you did an amazing job. I'm just _so sorry,_ kid. You were forced into doing this without any warning at all, and I _know_ what that feels like. At least _I_ didn't have to deal with going to high school and college on top of running a multi-billion dollar company." Tony had been in his final semester at MIT when his parents died, one of the few silver linings of attending school so young. He had also had Stane at his side to help him in the first few years, though _that_ memory now left a very sour taste in his mouth.

To Tony's surprise, Peter stiffened, a flash of shame passing across his face. "I, uh, didn't actually finish high school. Everything was such a mess after the Snap. A lot of people dropped out, and the way things were then, college kind of stopped mattering as much as it used to. I know it's probably not what you imagined, SI being run by a high school dropout, but-"

"No, of course- that's fine. It doesn't matter to me." Tony hesitated, unsure how to proceed. He wanted to tell Peter that he wasn't disappointed at all, just devastated to learn that Peter's future had been stolen from him. He vividly recalled a summer weekend when he'd invited Peter to stay at the Compound, only a month before Thanos's attacked.

They'd worked on upgrading his web fluid and talked for hours about college, chemical engineering, and the courses at MIT. Peter's eyes had been bright and shiny as he talked about the professors he'd researched, the ones who were working on an AIDS vaccine, who were engaged in looking for clean fertilizer solutions for the developing world. And now here he was five years later, _ashamed_ that he hadn't graduated high school, as if it was _his_ fault that his mentor had gone and died on him at the worst possible time. Tony wanted to tell him he didn't give a shit about high school; he wanted to let him know how proud he was, but the words stuck in his throat.

Thankfully, Pepper saved him from having to speak, clearing her throat and asking Peter which projects SI was currently working on. Her tone was warm and inquisitive without being judgmental. Peter's responses were hesitant first, but they grew in enthusiasm as he talked about SI's advances in the VR world. It was a surprising direction Tony wouldn't have predicted for his company. He was very curious about how it had come about, but he stayed quiet, aware that if he asked too many questions, Peter might read it as an interrogation.

Despite his best efforts to listen, Tony's brain began to feel increasingly fuzzy as the effects of the morphine and the anesthesia began to take hold of him again. He couldn't pinpoint the moment the lingering heaviness pulled him back under, Peter's voice fading to silence in his ears as he drifted into sleep.

…

TBC…

Up Next:

" _What's going on, Steve?"_

_Steve's shoulders slumped. "We ran into something unexpected when we traveled back in time," he said. "I was forced to...to make a choice. I don't know if he's ever going to forgive me for it."_

_As he absorbed this, Happy experienced a sudden surge of anger. The last time Steve had been_ forced to make a choice _, he had left Tony beaten half to death in a Siberian bunker. "What the fuck did you do, Steve?" he said sharply. "Haven't we all been through_ enough _already? Especially with what happened three months ago?"_

**Notes for the Chapter:**

> My characterization of Norman Osborn is based both on the comic book backstory and William Defoe's brilliant portrayal of the character in the Raimi movies. Surprisingly, Liz being married to Harry is also comic book canon, though I never knew that until I was scrolling through the Marvel Wiki while brainstorming for this fic. Much like everyone else in this story, they are both going to be profoundly affected by the Blip, so you will see very different versions of them than the ones you might be familiar with. I'm curious to know what everyone thought of this chapter! It's my favorite so far.


	4. had I known how to save a life

_And where did I go wrong? I lost a friend_

_Somewhere along in the bitterness_

_And I would have stayed up with you all night_

_Had I known how to save a life_

\- The Fray, 'How to Save a Life'

...

Tony had known his recovery would be a long, harrowing ordeal, but he was still caught off guard by how exhausted and weakened he felt. He was no stranger to pain; he had lived for years with flashes of agony from the shrapnel and the Arc Reactor before Extremis happened. Yet this was different.

Cho informed him he had something called bone marrow syndrome, and though she insisted it was the mildest form of radiation sickness he could have ended up with, it didn't feel mild to Tony at all. He was lucid but exhausted, and unable to sleep because bouts of acute nausea kept him awake. Twice, he asked for a Starkpad to try and catch up on everything he'd missed, but his eyes burned and his head throbbed when he tried to look at the screen for more than a few minutes. It was difficult to hold it up one-handed anyway, so he gave up, too fatigued and too in pain to make a sustained effort.

It was extremely mortifying to be seen like this. If this had happened a few years ago, he knew he wouldn't have been able to deal with having any kind of audience to his weakness. Some part of him was still tempted to hole up in his workshop or run away to Tennessee again, but of course that wasn't an option. Pushing away the people who cared about him the most wasn't a mistake he ever intended to make again. Besides, it would be unthinkably cruel to do that to Peter after everything he'd been through.

It was still difficult to swallow, though, especially in those moments when he felt the kid's steady hands at his back, supporting him as he vomited. It didn't bother him as much that Rhodey and Pepper were seeing him this way. They had known him for decades and already seen him at rock bottom, but Peter was different. He had never known Tony as anything other than strong and capable. Five years ago, Tony had basked in the warmth of the kid's admiration and hero worship.

Now, for that same kid to witness him hacking up his lungs like he was suffering the world's worst hangover, to watch him falling asleep mid-conversation because he was too tired to hold a single train of thought, to hear him crying out in agony when his burns were being debrided- it made Tony's insides roil with shame and embarrassment.

Peter handled it all with quiet competence, unflinching, as steadfast a presence as Pepper or Rhodey. He was there for Tony and he was also there for Stark Industries, busily multitasking with a practiced air that befitted the CEO of a multi-billion dollar company. As Tony watched him typing away on the shinier, sleeker, more futuristic model of his Starkphone, his brow furrowed in concentration, he felt a surge of bittersweet pride. Peter really had grown up.

Still, Tony could tell it was getting to him. Sometimes Tony would catch Peter watching him with turmoil in his eyes, as if afraid he was going to fade away without warning. He barely left the hospital room except to answer a phone call or to take a quick shower. Dark circles bloomed under his eyes as the vigil took its toll. More than once, Tony tried to order him home and get some rest, but the request always fell on deaf ears.

"I'm fine," Peter said with a brief smile, "and anyway, I _am_ home. I pretty much moved into your old penthouse upstairs years ago."

"Why?"

Peter shrugged. "I got tired of commuting from the Compound all the time. Besides, it's a lot easier to manage SI when you live in the building, you know?"

Tony did know. He wondered how May felt about it, where she was in all this. For whatever reason, Peter hadn't mentioned her. With a cold jolt, Tony was afraid for a second that she had been dusted, too. _Fuck_ , if she _had-_ he couldn't even _imagine_ \- but no. Peter wouldn't be here if he'd just gotten her back from the dead too; he'd be at her side, soaking her presence in. May had most likely survived, then, but they probably had their own, separate lives, now. After all, Peter was an adult, wasn't he?

After a few days, the nausea and fatigue began to ease, to Tony's profound relief. Still, Cho warned him not to get too excited. "It just means you've progressed to the latent stage," she explained. "You might _feel_ better, but the stem cells in your bone marrow are still dying even as we're all sitting here and talking about it."

"And there's nothing you can do to treat it?" Pepper asked tensely.

"I'm afraid not," said Cho. "This is just the way ARS typically progresses. He'll feel better for a while in the second stage; maybe two or three weeks; sometimes longer. I'm hoping this will go on for as long as possible, since that will give him more time for his burns to heal before he gets to the third, most critical stage."

"And what happens in the third stage?" Peter was standing at the far end of the room, leaning against the wall with his arms crossed over his chest. Every line of his body was rigid with tension.

"You'll start to feel a lot worse," Cho answered, addressing Tony directly. "Fever, nausea, maybe some hair loss."

"Great, more puking," Tony deadpanned. "Can't wait."

"All your blood cell counts will drop suddenly, and we'll have to monitor you closely for infection or hemorrhage," Cho continued. "Eventually, though, your bone marrow cells should start regenerating, and then you'll move to the final stage. Recovery."

"How long until…?" Pepper asked.

"Anywhere from a few weeks to a couple of months. It's hard to say, really."

" _A couple of months?!"_

As Tony stared at her, aghast, Cho spoke with a matter-of-fact-ness he had always appreciated about her but found himself hating now. "Come on, Tony, you can't be that surprised. You put your body through something huge and horrible to save half the universe. Of course it was going to leave its mark."

"And what-?" Tony paused and cleared his throat, which suddenly felt very dry. "What kind of mark would that be? We talking henna tattoo that'll wash off in the morning, or tramp stamp with the name of my one night stand tattooed on my ass?"

"And thank you for _that_ mental image," Pepper said drily.

Cho smiled a little at his joke, but her tone remained serious. "Some of the damage will be permanent. If we had the Regeneration Cradle, then maybe... but I don't think either of us want to go down that road again."

Tony nodded in agreement. He saw Peter opening his mouth to protest, and silenced him with a look. There were some lines Tony wouldn't cross again.

Cho went on, "The burns on your arm are third degree. It's honestly a miracle we didn't have to amputate. You'll need months, maybe years of regular physical therapy to ensure the scar tissue doesn't tighten around your joints and permanently hamper your mobility." What kind of engineer would he be, with one arm gone for so many months and years? "As for the ARS, you've worked with nanotech and built radiation-resistant suits; you don't need me to spell out the kind of long-term complications that could arise. We can't know anything for sure yet, but..." Cho trailed off, hesitating for the first time, and Tony braced himself for the blow he knew was coming. "It's likely you'll never wear the suit again."

Tony wondered if this was how Peter had felt years ago, when he had taken his suit away.

…

The following morning, Happy Hogan stood at the doors to the ICU. Four days had passed since the final battle. Happy was ecstatic at Tony's miraculous survival, and yet he found himself hesitating to go in now that he was here. Maybe it was guilt over the fact that it had taken him this long to find a spare moment to visit his best friend. Or perhaps it was because of Peter, and the reluctance he felt about coming to pull him away from his mentor's bedside at a time like this.

He had done all he could, these past few days, to give Peter the time he needed. As the Chief Operating Officer of Stark Industries- a post he'd never thought he could have had, five years ago- Happy had the authority to make quick decisions, and he'd used it.

Many of the staff had asked for time off to deal with everything, which meant they were short-staffed right at a time when they desperately needed everyone to be working. There were also newly resurrected Stark Industries workers who kept showing up at the foot of Stark Tower with nothing but the clothes on their back and their expired SI ID cards, pleading for help and shelter. They had nowhere else to go, no bank accounts and no credit cards, and so Happy had deployed a team to get them the help they needed, arranging for accommodation and promising to talk to Peter about how and when they could be reabsorbed into the company.

Then there were the crashing stock prices, almost as bad as it had been after the Snap, though the Fed had thankfully done its job this time and halted trading before things got too bad. There was uncertainty over what global demand would look like now that the population had doubled, and Happy had no idea how it would impact the release of their new, upgraded line of BARF IX sunglasses, which were scheduled to be rolled out the following month. Former shareholders were calling and emailing insistently, demanding their piece of the pie back, as were current shareholders, who were worried that they might lose some of their own stake to those who'd returned.

It was a complete clusterfuck. Happy had done what he could to hold down the fort, but Stark Industries needed its CEO at a time like this. More than that, Peter was running himself ragged, and someone needed to force him to take a break, or he was going to collapse soon.

Just then, Happy's phone buzzed for the fourth time in one hour. He grimaced as he read the incoming text, wondering how this particular situation had become his problem. He remembered the days when he would have brushed off a message like this without a second thought- but he'd already made that mistake once, and he was trying to be a better man than that now. He typed out a quick, reassuring reply.

"Happy?"

Startled, Happy turned to see Steve behind him, two paper cups of coffee clutched in his hands. He looked haggard, his eyes bloodshot and shoulders slumped. Happy wondered with a stirring of concern when he had last rested; sometimes, Steve could be just as bad as Peter. "Hey. You headed in to see Tony?"

Steve's expression grew strained. "I was thinking about it." He seemed to waver for a moment, and then to Happy's surprise, he held out the two coffees. "Actually, on second thought, maybe you should be the one to take these for Peter and Pepper."

"Why?"

"No reason, I just…" Steve shrugged, his forehead creasing into an unhappy frown. "I'm not exactly Peter's favorite person right now," he admitted. "I've been trying to- to keep my distance because I didn't want to sour his reunion with Tony, but..." He trailed off, releasing a frustrated breath.

Happy studied him with equal parts confusion and concern. It sounded like Steve and Peter had fallen out with each other, but that made no sense. The two had grown very close over the past few years. They were so like each other in temperament that it was rare for them to disagree on anything. The last Happy had seen them, they'd been headed off to the Compound to try Peter's just completed time machine. Nothing had seemed amiss then. "What's going on, Steve?"

Steve's shoulders slumped. "We ran into something unexpected when we traveled back to retrieve the stones," he said. "I was forced to...to make a choice. I don't know if he's ever going to forgive me for it."

A flash of violent, irrational anger flashed through Happy at the confession. The last time Steve had been _forced to make a choice,_ he had left Tony beaten half to death in a Siberian bunker. "What the fuck did you do, Steve?" he said sharply. "Haven't we all been through _enough_ already? Especially with what happened three months ago?"

"No, I know." Steve looked upset at the reminder. "I _know_ that, okay? It's killing me that this happened at all, and Peter made it clear he didn't want me to say anything about it, and I just-"

"How convenient," Happy snapped, even more annoyed at the prospect of being left out of the loop. "Well, if you-"

"Let me finish." Steve inhaled deeply, trying to steady himself. "Peter may want me to keep this to myself, but I think you of all people _deserve_ to know what happened, because-" he dropped his eyes, an old regret flashing across his features- "I consider you a good friend, Happy. And I don't want to make the same mistakes I made with Tony."

His sincerity and earnestness took the wind out of Happy's sails. He eyed Steve uneasily for a moment, then sighed. "What happened?"

"This is going to take a while, so..." Steve offered him one of the coffees he was carrying, and Happy took it without protest. Something told him he was going to need it. Steve gestured towards one of the private waiting rooms lining the hallway. "Do you want to maybe sit down?"

Happy nodded, following him into the nearest waiting room and taking a seat across from him at the small table at the center. A few moments passed in silence, then Steve began to speak in a low, hoarse voice, his eyes fixed on the wooden table in front of him while Happy listened with growing horror. When Steve finally reached the end of his terrible story, he was clearly as shaky and off-kilter as Happy felt. Happy saw him swiping discreetly at his watery eyes, but his own remained surprisingly dry.

He couldn't _believe_ this had happened, couldn't imagine how Peter must be feeling. He knew he should be angry. If he'd been in Peter's shoes, if he'd witnessed Steve's actions with his own eyes, then he probably would have been. But hearing the story like this, in Steve's pained, guilt-stricken words, Happy couldn't find it in himself to blame him. "You did what you had to," he said after a long, interminable silence.

Steve sagged in relief, fresh tears shimmering in his eyes. "Thank you." He scrubbed a hand over his face, embarrassed. "Sorry, I shouldn't be this..."

"I get it. It was tough on you too." Despite the situation, Happy couldn't help but feel sorry for Steve. There was something terribly _wrong_ about the fact that he was hovering outside the ICU when he should be beside Peter right now, reconciling with Tony. He stood with a renewed sense of determination, draining the last of his coffee. "Come on," he said. "I think it's time we both headed in there, don't you?"

Steve stared at him, still hesitant.

"You can't just stay out here forever, Steve," Happy told him firmly. "You've waited years for this second chance. Besides, the kid needs you, even if he won't admit that to himself. Your place is in that room, and Peter will see that himself, eventually."

"I hope you're right," said Steve dubiously, but he stood anyway, and followed Happy from the room.

…

"...so I thought the therapeutic potential of that would be pretty revolutionary." Peter gestured animatedly as he spoke, the light of scientific excitement in his eyes.

It was just the two of them in Tony's room- Rhodey and Pepper had both gone up to shower and get some rest. Tony had asked a simple but technical question about some of the upgrades Peter had made to B.A.R.F., and for once the kid had just launched into an explanation without carefully weighing his response. He was talking rapidly, unable to contain his passion for his work, and Tony felt a surge of joy to suddenly find himself face to face with the rambling, enthusiastic teenager he had once known. "I thought if I designed a zero latency tracking system and _combined_ that with B.A.R.F's ability to tap into the hippocampus-"

"That's groundbreaking," Tony breathed, stunned and impressed. "How close are you?"

"We're in the last stages of trials," said Peter, his eyes alight with excitement. "Just ironing out some of the safety risks that always come with an electromagnetic tracking system- you know how it is- but I'm _very_ close. Far closer than anyone else has ever been. Actually, we would have been ready _months_ ago, but there was a setback, and we lost our prototype." His expression clouded over briefly, but he forged ahead, shaking it off. "It's definitely miles ahead of anything Oscorp has right now, so when we release it-"

He broke off abruptly, his head jerking towards the door and the smile sliding from his lips. Tony was first confused, then irritated when he heard footsteps in the hallway. It was the first time in days that he'd felt strong enough to manage a real conversation with Peter, and he couldn't help but be resentful of the intrusion. Then the door slid open to reveal the familiar figure of Happy Hogan, and his annoyance was instantly replaced by joy. "Hey boss," said Happy, grinning at him. "Good to see you're-"

"- alive and back from the dead? I hear it's been going around." Tony smiled broadly at Happy. "Also, I'm _not_ actually your boss anymore."

"Who says I was talking to you?" Happy retorted goodhumoredly. "Technically, _he's_ the one sighing my paychecks these days." He jerked his head towards Peter, who rolled his eyes and shot him a fond look.

The sound of a throat clearing made them all look up. Steve stood in the doorway, wearing a wary expression, obviously uncertain of his welcome. "It's really good to see you again, Tony," he said quietly. His gaze shifted towards Peter, whose face had gone hard and cold. "You too, kid."

"There a reason why you're here?" Peter asked, startling Tony with his harshness.

Steve didn't rise to the bait. "I wanted to see how you were doing."

"Oh, we're just-" Peter snapped, but Happy cut in before he could finish speaking.

"Kid, come on," he said, chiding. "Cut him some slack. He's been waiting and hoping for this just as long as you have."

_He has?_

Peter pursed his lips and nodded jerkily, but his eyes were still flinty. Steve didn't relax even as he entered the room fully, letting the door shut behind him. Happy quickly engaged Tony in a light, bantering conversation, obviously trying to gloss over the tension. Confused, Tony went along with it, joking that he was shocked that SI was still standing with Happy as its COO and mocking his old friend for his "blip beard," which made Peter snort and mutter _"told you"_ under his breath.

Steve stood off to the side, still right beside the door. He watched the three of them with an uncomfortable air. Tony noticed Happy sometimes shooting him a sympathetic look, pausing as if to give him a chance to join in the conversation, but Steve never took it. For his part, Peter ignored him completely, acting as if he wasn't even there.

Tony didn't know what to make of the palpable tension between them; he had never imagined the kid could be capable of such anger at _anyone._ Steve taking it so quietly without even attempting to fight back seemed wildly out of character, too. Then again, it had been _seven years_ since Tony had last crossed paths with Steve, though it felt like a lot less to him. Of course Steve must have changed in that time, so maybe Tony just didn't know him that well anymore.

Maybe he didn't really know any of them, he thought uneasily. There were all these new equations between people he had only ever known separately, and he couldn't even begin to fathom where he fit into any of it anymore. He felt lost, as if he had arrived at the end of a symposium on the revolutionary role gear polish played in a highly advanced molecular reaction among adamantium particles, with none of the context or background he needed to understand what was happening.

Just then, Happy's phone buzzed loudly against his chair. He retrieved it from his pocket and stilled when he saw the message on his phone. "Everything okay?" Peter asked.

"Everything's fine," said Happy, not very convincingly. "Peter, I'm sorry- but there's some stuff at the company. I've been managing things, but the board wants an emergency meeting tomorrow, and there's a bunch of old shareholders who were resurrected and they keep threatening to sue us to get their shares back, and we need a game plan to deal with that, because they're not going to go away quietly. I hate to drag you away at a time like this, but..."

"But you said tomorrow, right?" Peter asked, glancing at Tony with a fearful reluctance that was becoming all too familiar to him. "Can't we set up a meeting online, or-"

"You've been in here for _days_ , kid," Happy pointed out. "You look like hell. You need some rest and a meal that didn't come out of the hospital cafeteria. Tomorrow, we can start dealing with Stark Industries, but today, you need to take care of yourself. Besides, there's other people who need you, too."

"I've been telling him over and over that he needs to get out of here," Tony said. "Pete, I'll be fine. I swear, I'm feeling a lot better now. You should go get some rest, take some time to see your aunt-" He stopped abruptly, feeling as if all the air had suddenly been sucked out of the room.

Happy and Peter had both gone white-faced and still, and Steve was the picture of misery, his arms crossed defensively across his chest. "What…?"

There was a terrible feeling of foreboding growing in the pit of Tony's stomach. His worst fears were confirmed when Happy said with a noticeable tremor in his voice, "May died three months ago, Tony."

" _Fuck_." Tony stared at Peter in horror. "Kid, I am so sorry." Peter didn't say a word, still quiet and rigid in his chair. He was breathing in slow, careful bursts. "What, uh...?" Tony tried after a fraught moment. "I mean, how did-?"

Peter stood and rushed out of the room. There was another long, shocked pause. "Sorry," Happy said finally. "It's just hard to-" He stopped, swallowed hard. "She and I, we were together. For three years."

Tony's eyes widened in surprise. He stared at his old friend, not knowing what to say at this unexpected development. "I had a ring picked out," Happy continued in a strained voice. "I kept thinking about the one you chose all those years ago for Pepper. _Eight years_ I carried that thing around in my pocket. I was so happy when you finally proposed for real. You were my best friend, you know? I mean, you still are. When all of this happened with May, all I wanted to do was _tell_ you, to show you the ring before I asked her. And now she's…"

"I am...so sorry, Hap." Tony's throat was tight with emotion. "I wish-"

"Yeah, me too." Happy managed a wan smile. "I'd better go check on Peter. Steve, will you...?"

"I'll stay."

"Alright." Happy rose and clasped Tony's good hand in his. Despite his previous distress, there was genuine happiness in his voice when he told Tony earnestly, "It's _really_ good to have you back, man."

The door shut behind him. Tony immediately turned towards Steve, all his old anger forgotten in his shock. "What the fuck _happened?_ " he demanded.

…

TBC…

Up Next:

_THREE MONTHS AGO_

_As unimaginable as it was, some part of Steve would always feel like he really should have seen it coming. Not that the Goblin would kidnap May, nor the awful way he'd killed her- that part no one could ever have predicted. It was simply too depraved for anyone to have ever contemplated. But after the spectacular conflagration at the Maria Stark Foundation Gala, Steve felt he should have known, somehow, that the other shoe was going to drop. He should have known that no act of psychotic madness, no matter how deranged, was beyond the Green Goblin._

**Notes for the Chapter:**

> Yes, I really am this evil. Sorry not sorry? I'm the Green Goblin of cliffhangers, what can I say? ¯\\_(ツ)_/¯


	5. the clock ticks life away

**Notes for the Chapter:**

> I'm still alive! I'm sorry about how long this took to update. For some reason, this chapter was incredibly hard to write, and I struggled through almost every paragraph. I'm so glad it's finally done! I hope you'll all enjoy it.

_Time is a valuable thing_

_Watch it fly by as the pendulum swings_

_Watch it count down to the end of the day_

_The clock ticks life away, it's so unreal_

_Didn't look out below_

_Watch the time go right out the window_

_Tryin' to hold on, didn't even know_

_I wasted it all just to watch you go_

-Linkin Park, 'In The End'

...

_THREE MONTHS AGO_

As unimaginable as it was, some part of Steve would always feel like he really should have seen it coming. Not that the Goblin would kidnap May, nor the awful way he'd killed her; that part was too depraved to even have contemplated. And yet, after the spectacular conflagration at the Maria Stark Foundation Gala only months earlier, Steve felt he should have known, somehow, that the other shoe was going to drop.

The fifteen civilians who were killed at the gala weighed heavily on all of them. Most of them had been standing right next to the BARF IX prototype display. Peter was just beginning his speech when the Goblin burst in with a shower of shattered glass and lobbed two pumpkin grenades at the display. Peter's superhuman reflexes and speed were the only reason he wasn't among the dead himself. He'd shaken it off, though, and rescued dozens of people as Spider-Man before passing out from smoke inhalation. Steve had barely managed to get him out of the building in time, and it had taken hours in Medical before his lungs were finally cleared of soot.

The prototype had been destroyed completely. BARF IX was the greatest virtual reality innovation since Tony first unveiled the glasses in 2016. For months, Peter had babbled to anyone who would listen about "haptic feedback" and "presence" and "field of view" and of course his signature achievement: the zero latency electromagnetic tracking system. Steve didn't really understand half of what Peter had told him, but he'd managed to gather thatzero latency _w_ as an almost mythic concept, the holy grail of the VR industry.

It meant BARF IX would be completely immersive. The motion and the sensory feedback would feel as immediate as if the user were literally living their memories in real time. It also would allow the sense of _touch_ in the projections for the very first time. After years of conversations with ghosts, people would finally be able to hold their loved ones close, to truly say goodbye and get the closure they'd been cruelly denied.

The mere thought of hugging Bucky close, of finally getting to dance with Peggy one last time, made Steve's chest ache with longing. Of course, Peter wouldn't let him or anyone else anywhere _near_ the prototype until he was sure it was safe. "We both know the kinds of problems Dream Theater has caused with VR addiction," he said grimly. "I'm not releasing this to the public until I'm a hundred percent sure it can't be misused. This thing is going to be like the Mirror of Erised of VR if we're not careful."

Steve recognized the Harry Potter reference from one of Peter's periodic pop culture education campaigns. "How can you be sure of that?" he asked, frowning.

"I mean, there's the usual stuff," Peter explained. "We'll use biometric data to prevent the same users from buying multiple pairs so people can't keep cycling between different pairs of glasses all day. I'm also shortening shorten the daily activation limit from an hour a day to an hour a week. It'll be like a therapy session- it'll deactivate as soon as their hour is up."

"I'll bet the board _loves_ that idea," Steve said drily.

Peter rolled his eyes. "Honestly, you’d think they'd be used to it by now. Half the reason people trust us is _because_ we have a reputation for being careful, and we still have the same damn conversation with every product launch." His expression grew more serious. "This really is more dangerous than usual, though. If someone ever managed to hack into our network and access all those memories, it would be much worse than what Mysterio did a few years ago. With zero latency and the sense of touch integrated, they would have almost limitless power over people's minds."

"It won't," Steve said confidently. "You stopped him then, didn't you? And you'll stop anyone else who tries now."

"He still got away," Peter said moodily. "He could be out there, biding his time, waiting for me to slip up."

Steve understood Peter's paranoia, but Stark Industries' board and PR team insisted that he at least announce his success with BARF IX, since it was such a revolutionary and groundbreaking discovery. Peter eventually gave in, deciding to do it at the Maria Stark Foundation Gala to honor his mentor's family and legacy. It was supposed to be Peter's big MIT moment, the way Tony himself had first revealed BARF all those years ago. Then the Goblin had attacked, and the whole thing went to shit.

The destruction of his prototype hit Peter hard, but not as hard as the fifteen deaths- especially Harry Osborn's. Peter didn't know him well, but they'd met several times during tech symposiums and fundraisers. In person, they'd got on surprisingly well despite being bitter corporate rivals in a very competitive industry. Peter also knew Osborn's wife from high school and always spoke highly of her intelligence.

Steve understood why Peter felt some kind of kinship with them, based on that shared history, but his own opinion was less unreservedly kind. Steve had met more than a few recovering VR addicts in his group therapy sessions. He had seen first-hand how much pain and suffering Dream Theater could cause, and he laid the blame for that at the feet of the Osborns- both of them. Liz Osborn might not have been CEO, but it was under her tenure as the head of R&D that Dream Theater had become such a destructive force.

Harry Osborn's sudden death at the gala had shocked the world, another needless tragedy after years of death and loss. It infuriated Steve that the Goblin had gotten away from them yet again.

He had first appeared three years ago, a figure in green, flying on sleek gliders and throwing Halloween-themed grenades. They learned later that he was working with Lucky Lobo, a once small-time mobster in one of the five crime families. After the Snap, Lobo staged a coup, stepping into the power vacuum left behind when so much of the old guard was dusted. He'd held onto power for a while, but his luck had run out when he joined forces with the Goblin.

There was a terrible shootout between several rival mobsters from the different syndicates. The Avengers had been right in the thick of it, and they'd managed to capture Lobo and several others even as the manic, green-suited Goblin cackled and threw pumpkin bombs at them and finally escaped in a cloud of acrid smoke.

It was the start of an infuriating pattern. The Goblin would emerge every few months, wreak mayhem, and then disappear. He was an agent of chaos. It was why none of the Avengers had managed to capture him, for how did you catch someone who attacked with no warning or discernible motivation? He was just as likely to strap a bomb to a school bus as he was to break into a Stark Industries warehouse and try to steal old tech. He chose his targets at random and had the enhanced strength and skills to vanish from any crime scene before the Avengers even knew he'd appeared.

Perhaps if Tony had been alive, or if Thor had not been in Norway, drinking himself into a stupor, or if Bruce hadn't been holed up in the gamma lab working out his transformation into Professor Hulk they might have had a chance. But in the early years, Steve, Natasha and Peter were the only full-time, active Avengers left in New York City, and none of them could actually _fly_.Peter was the only one who had any hope of keeping up with the Goblin. He'd almost caught up to him a few times, but so far, the supervillain always managed to escape.

Steve was in the gym one evening, his shoulders and chest drenched with sweat as he slammed his fists into one of the reinforced punching bags which hung from the ceiling. He was only halfway through his workout when the alarm blared. Seconds later, Peter's frantic voice sounded on the comm link.

"Steve, you have to come. It's the Goblin- _he took May-"_

"Where are you?"

"Stark Tower. She was on her way to work and he just grabbed her and- _she's just gone_ , Steve _._ I don't-"

"Okay, it's okay," Steve tried to calm him. "We're on our way, alright? We'll figure it out; we'll find her. Just hang tight."

He reached the open lawn outside the facility and saw that Natasha already had the Quinjet waiting there. He boarded quickly and strapped in beside her.

“Bruce is at Stark Tower already," Natasha informed him.

"Good. You hear from Rhodey? If there's any chance he can make it here today-"

"He's still tied up in Mexico. There was some activity with one of the cartels..." She trailed off, her expression tightening.

Steve didn't press for any more details, knowing it probably had something to do with her endless search for Clint.

Soon, they were touching down on top of Stark Tower and hurrying downstairs towards the common area. Bruce, Happy and Peter were all there, staring at frozen video footage on a large screen. The image was paused on the Green Goblin's malicious, sharp-edged grin.

"What's this?" Steve asked.

"The Goblin sent an encrypted video message," Happy explained tersely. "Untraceable. We're trying to figure out if there's any clues in the video, but no luck so far."

Peter studied the screen fiercely, walking right up close and crouching so he could squint at the edges of the picture. "Can you zoom in on the far right corner? There has to be _something_."

FRIDAY did as instructed, but all they could see was shadow and concrete, nothing that would indicate an actual location. Bruce swore, his features twisting with a rage Steve hadn't seen on his face in several years. He stepped up beside the two of them. "What does the message say, exactly?"

Peter glanced sideways at Steve, his lips pressed tightly together. "FRIDAY, play it from the beginning."

At that, Happy turned quickly towards one of the floor length windows, his shoulders and back rigid. Moments later, Steve understood why he hadn't wanted to watch this again. The air rushed out of his lungs at the sight of May lying unconscious on a concrete floor, a small cut at the corner of her mouth. The beginnings of a bruise was blossoming on her cheek.

The Goblin's metallic, jeering laughter filled the room, distorted by the voice modulators he used to protect his identity. The camera moved away from May to hone in on his grotesque mask, and Steve jolted in shocked realization.

Someone was _filming_ this, which meant the Goblin wasn't acting alone. He hadn't worked with anyone since his brief stint with Lucky Lobo and the mob- what did it mean that he had a partner once again? The laughter continued for a few more moments, and then the Goblin began to _sing_ in a pitchy, mocking cadence. _"The itsy bitsy spider crawled up the water spout. Down came the Goblin and took the spider's heart. You have twenty four hours to find your Aunt May. The clock's ticking, Peter. Can you wash away the flames?"_

More laughter, and then the camera cut back to May's face. Gloved green fingers caressed her cheek in a parody of gentleness, running through her dark hair. Peter snarled wordlessly, his hands clenching into fists at his side. He was shaking with anger. The screen went black, and then the room was filled with the unmistakable sound of a clock ticking. It seemed to go on forever before it slowed and faded out, plunging the room into a heavy silence as the message finally ended.

"He figured out who I am." Peter's voice was ragged and trembling as he spoke, finally breaking the quiet. "That's why he went after her."

" _How?"_ Happy's back was still to the room, his gaze fixed firmly on Manhattan's skyline, but Steve could hear in his voice how upset he was. "I don't understand. We've always been so careful. How the _hell_ could he-?"

"The gala," Natasha said in dismayed realization "We thought he passed out from smoke inhalation, but what if we were wrong? What if he was unconscious because the Goblin got to him first?"

"I never understood why I blacked out that day," Peter said. "I was still looking for survivors, and yeah, there was smoke everywhere, but I was handling it. Then suddenly everything just went black…"

"But wouldn't Karen have _known_ if you'd been unmasked?" Bruce asked.

"My suit's internal recording system was damaged by the explosion." Peter sank onto a sofa chair, his face ashen. "The Goblin must have known who I was all along, _all this time_. He's been planning this since the gala, and I never even saw it coming. And now he's gone after _May_ to get to me."

"We'll find her." Steve moved to stand behind the sofa and clasped his shoulder firmly. "We have access to every security camera in the city. We can use EDITH. Nat can tap into her resources at SHIELD. Someone, somewhere will have seen something. We'll find out where he took her, Peter, and we'll bring her home. We have to."

They got to work. Peter gave FRIDAY the task of combing through hours of street camera footage while he and Happy went over the guest list at the Maria Stark Foundation Gala. They'd always thought there was a possibility that the Goblin had been one of their guests, but it was hard to narrow it down- there'd been so many people at the gala, and even after years of his attacks they knew very little about the Goblin. Given the voice modulators and the padded up body armor, it could literally have been anyone.

Bruce ran a mathematical analysis the Goblin's previous attacks in the city, trying to find a pattern to his appearances over the years so they could at least narrow down on a search area. He had run a similar same analysis three months ago with no results, but no one pointed this out now.

Steve went with Natasha to SHIELD, and they spent the night questioning people and gathering intel. They even went down to Rikers Island and dragged Lucky Lobo and a few other high-ranking mobsters out of their beds for a Black Widow style interrogation, but none of them seemed to know anything, either.

Realizing that there was little else he could do here, Steve left Natasha at SHIELD and returned to Stark Tower. As the hours passed with no leads and no Goblin sightings anywhere in the city, the tension and fear began to ratchet up to an almost unbearable degree. Happy was still keeping it together, just about, but Peter was deteriorating with every passing moment, his fingers trembling with barely constrained panic as he scrolled obsessively through multiple screens.

By the time they crossed the twelve hour mark the following morning, Natasha had returned to the Tower too. They again re-watched the Goblin's message, hoping to find any clues they might have missed. As the recording finished, the sound of the ticking clock filled the room again, and Peter's anxiety finally boiled over.

"I can't do this anymore." Shaking his head, he backed away from the screen and touched a button near his collar-bone. In the blink of an eye, he was standing before them in his nanotech Spider-suit, his face obscured by his mask. "I'm going out there to look for her. If I listen for the sound of her heartbeat, then maybe-"

"Peter, that's not a good idea," Steve said, walked towards him with his hands raised in a calming gesture. "You'd have to go street by street; she could literally be _anywhere-_ "

" _I don't care,"_ Peter said, his voice choked. "This isn't working, and I can't just _sit here_ when she could be-" He exhaled hard. "I _can't_ lose her, Steve. She's all I have left."

"Let him go, Steve." Happy finally looked away from the blank screen, blinking as if he could still see that final image of the Goblin's fingers brushing over May's bruised cheek and hair. "Just keep the comms on, okay? Don't go off-grid. Keep talking to us."

"I will. Happy..." Peter's voice broke and he surged forward a few steps, retracting his mask to expose his face. His eyes were brimming with tears and desperation.

Happy crossed the room in two strides and pulled him into a hug. They held onto each other for a few moments before Peter pulled away and headed towards the balcony. Happy waited until he was out of earshot before he allowed himself to crumble, sinking into a chair and covering his face with his hands.

For a few minutes, the room was punctuated only with the sounds of Happy's harsh breaths, and Steve could only stand there, watching over him helplessly as he fought to regain control. Eventually, he let his hands fall away from his face to reveal red-rimmed eyes. "Let's keep looking," he said wearily, and they did.

Peter spent the rest of that day out in the city, going street by street. His sudden appearance surprised people, and there were posts on Twitter speculating about what had made Spider-Man come out in broad daylight on a normal day. When Peter became CEO of Stark Industries, he'd had to give up on his old practice of patrolling the city every day. He simply hadn't had time to actively seek out trouble anymore. These days, he only donned his suit when there was a major crisis unfolding- which was still fairly often, given that this was New York City.

The reports on social media made Steve clench his jaw in frustration and worry. While he understood the general surprise, it would be laughably easy for the Goblin to track Peter's whereabouts if people kept posting pictures of Spider-Man swinging around the city looking for May.

Morning wore into afternoon. They crossed the twenty-two hour mark, and Steve braced for some kind of terrible finale, probably involving May as a hostage, or a loud, explosive bomb, and several civilians in danger. And at 6:00 pm, exactly one hour before the deadline, that was exactly what happened. The Goblin descended on a high-rise apartment building in Brooklyn, rigging it with explosives.

They all raced for the Quinjet, leaving Happy standing alone in the middle of the room, staring after them. Steve winced at the look on his face, imagining how he would feel if he were left behind at a time like this.

When they were airborne, Natasha pressed a button and threw up a holographic screen, showing Peter's lightning-fast trajectory through the city. He was already quite close, and would get to the building under attack, Brooklyn Towers, before they did.

"Peter, don't go jumping into anything without backup, okay?" Steve warned. "That's an order. We're six minutes out. Wait until we get there."

There was no response.

Steve sighed, giving it up for a lost cause. "Can you at least turn on your body cam? I want to be able to see whatever you're seeing."

A few seconds later, the screen in front of them was flooded with swinging, dangerously tilting images of New York's skyline. They watched tensely as he neared the building, and then, suddenly, Peter turned a corner and was face to face with the Green Goblin.

Bruce let out a muffled curse at the sight of him hovering above the entrance to Brooklyn Towers, out in the open, visible in the evening sun. He had a rocket launcher trained on the door, threatening anyone who might try to escape. Steve saw clouds of green smoke escaping from somewhere behind the building, probably his bombs blocking off any exits from the back.

Peter swung to a stop a few feet above him, suspended upside down from a beam near the top of the building."Where is she?"

The Goblin laughed coldly. "Never fear, Peter. Your aunt's not down among the dead men yet…but she _will_ be if you don't get to her in time."

"The fuck is that supposed to mean?" Natasha muttered.

Steve shook his head, equally unnerved and confused. It was such an odd way to phrase a threat, and there was something pointed about it, too, but he couldn't for the life of him figure out what it might mean.

"Why are you doing this?" Peter asked. "This is between us. Why bring her into it?"

"I have my reasons, but you don't really have time to waste on listening to me monologuing, do you? The clock is still ticking, May is almost out of time, and so are they." He gestured a careless hand towards Brooklyn Towers. " _Choose_ , Peter." He leaped upwards suddenly, and Steve yelled out a warning, his heart in his throat, but instead of attacking, the Goblin just flew upwards on his gliders, disappearing into the evening sky.

Peter wavered, clearly wrestling with the impulse to pursue him, but then he turned and leaping into the building through an open balcony door near the top floor.

A couple of minutes later, the Quinjet came within sight of the building, and Steve began issuing orders. "Nat, you'll go straight for the explosives in the laundry room. NYPD and SHIELD are probably dispatching a bomb squad, too, but I want you on point for this. Bruce, take the Quinjet and go after the Goblin. I doubt he's gone far- he'll want to stick around and see this. Maybe we'll actually have a shot at catching him by air for once."

It was very unlikely, of course. The Goblin's gliders were expertly designed, built for agility and speed. The Quinjet was a compact vessel, but it was still a large aircraft built to carry a dozen people. It couldn't dip between rooftops or squeeze through the jungle of skyscrapers. Still, they had to try everything.

When the Quinjet finally landed, Steve could see fire engines, ambulances and police cars clustered near the entrance of Brooklyn Towers. He didn't waste any time before rushing in, stopping to exchange a few words with a handful of cops and firefighters on the ground floor. He learned the fire escape at the back had been booby-trapped with smoking pumpkin bombs, which explained the smoke at the back. All the elevators had also been disabled.

Steve started up the stairs. "Spider-Man, what's your status?"

"I'm on the sixtieth floor. I'm going door to door, working my way down, but there are a lot of empty apartments up here. I've broken down ten doors so far, but there's still no sign of her."

"It's a tall building. She has to be in here, somewhere. Just keep working your way down and I'm going to do the same as I come up, okay?"

"I have eyes on the bomb," Natasha announced a moment later. "The timer's set for forty minutes."

That was right down to the wire, only a few minutes short of the Goblin's deadline. "How bad is it?"

There was some rustling on the other end of the comm, and then Natasha said with surprise, "I've actually seen something like this before. It's a sophisticated device, but I think I can disable it in time."

Her words should have been a relief, but all they did was increase Steve's sense of foreboding. This all seemed too easy, somehow. They'd spent all day gearing up for an epic battle, but the Goblin wasn't even here, and they were moving up unhindered through the building. The only thing the Goblin had actually done, aside from planting the bomb, was disabling the elevators and preventing people from leaving. He hadn't even set the building on fire.

Steve tried to ignore the alarm bells ringing in his head as he swept every floor, knocking on doors to make sure all the rooms were clear. As he climbed higher and higher into the building, his worry grew. They should have found something by now. Peter should have heard something, at least. They were now down to ten minutes before the timer ran down.

"Nat?" he asked tensely.

"Almost there," she said. "Two minutes."

Steve grunted and continued jogging up the stairs. He had just finished his sweep of the twenty-fourth floor when Peter suddenly appeared, swinging down from the stairs at the other end of the hallway. They both froze at the sight of each other, dismayed.

"You've checked every floor above this?"

"Yeah. Fuck." The eyes of Peter's Spider-Man mask dilated as his gaze swept the floor they were on, scanning desperately. "She...she's not here, is she. I don't hear her heartbeat. We already searched every floor and she's not-" he choked, terrified. " _Steve-"_

"I know, kid," said Steve, trying to keep the fear out of his own voice. "I- we'll think of something. She has to be here; maybe we missed something-"

"It's defused," Natasha's voice cut him off. "It's over."

But it wasn't over. They had eight minutes to find May, and she wasn't even in the building. Steve felt the panic rising, palpable, and he couldn't think at all, he was their leader and he had _no idea what to do—_

And then Bruce's voice came down the comm link, pushing them all into the final act of this unspeakable tragedy. "I have eyes on the Green Goblin. He's waiting at top of Brooklyn Bridge. May isn't with him."

…

Later, Steve remembered those final eight minutes as fragmented sounds and images. There was the crash of breaking glass as Peter leaped feet first out of the nearest window on the twenty-fourth floor. There was Natasha swearing loudly as she rushed out of the building. Steve remembered the sight of his own feet pounding back down the stairs as fast as he could, trying to close the insurmountable distance between himself and Brooklyn Bridge.

He heard Peter's voice, raging, screaming:" _Where is she?!_ You told me she was in there, _you said I had time-_ "

"I never said she was in Brooklyn Towers," the Goblin said, and there was no laughter or mockery in his voice now, just grim, plainly-spoken truth. "I told you where she was. I _told_ you she wasn't down among the dead men yet, but she will be now. I told you to choose, and you chose wrong. And now your aunt will pay the price. At least you'll always know she'll rest in peace, beside your Uncle Ben."

Peter let out a horrible, choking noise as realization hit him, devastation and rage escaping in a wordless cry. Steve got it, too, stumbling suddenly to a stop as understanding crashed over him in a tidal wave, rooting him to the spot. The clue which they had all missed, _right there_ in the Goblin's words.

Not down among the dead men yet, he'd said. How could Steve have been so stupid?

He jolted into motion again, ignoring traffic signals and angry honking as he ran. Brooklyn Bridge loomed between the outlines of several tall buildings. He saw a red and blue blur streaking away, swinging back towards Queens. The Goblin appeared suddenly high above the bridge, metallic laughter filling the air as he escape. Bruce was roaring in fury, nearly deafening them through the comm-link, and he saw him leaping after the Goblin, thundering and smashing into buildings and cracking pavements in his anger.

The Quinjet landed in front of Steve and he strapped in beside Natasha, neither of them able to speak a word as she typed "Flushing Cemetery" into the navigational system. The time flickering on the screen showed six minutes past seven.

They touched down again three minutes later on a rolling, green expanse of land. Distantly, Steve registered the beauty of the cemetery- tall trees and azaleas blooming in clusters, bouquets of flowers in various stages of bloom resting on headstones. It was a quiet, peaceful place.

Peter kneeled beside Ben Parker's grave on a pile of freshly dug up grave dirt. His fingernails were cracked and bleeding, caked with mud. Beside him lay an empty coffin, its top ripped off with brute strength- _no, not empty_ , Steve realized with a surge of nausea when he glanced inside. There was an empty oxygen tank and a mask. The Goblin had obviously hooked May up with a day's worth of oxygen, and she'd been lying here all day, dying by inches as they searched futilely though the city.

Peter held her in his arms, his shoulders shaking, his face obscured where it was buried in her chest. Her face was pale and serene, eyes closed as if she were simply asleep, and her dark hair spilled behind her, brushing the dirt on the ground, moved by a gentle breeze.

...

TBC…

_Up Next:_

" _I have a lot of regrets about that day."_

" _For what, your half-assed apology?" Tony snapped, experiencing a sharp surge of anger. "Or for beating me half to death with the shield my father built you?"_

" _Both," said Steve quietly. "I'm so sorry, Tony."_

…

**Notes for the Chapter:**

> The inspiration for this chapter comes from several places. The VR stuff is based on research, but I won’t pretend any of it is more than passably accurate. I barely understand it more than Steve does. 
> 
> Lucky Lobo is a villain from the comics, a mobster working with the Goblin who was then double-crossed by him. He was just part of the back story for this, though, so you won’t see much of him after this. The scene with the Goblin singing “The Itsy Bitsy Spider” was based on the first Sam Raimi Spider-Man movie, though the lyrics are different in the movie. That scene always stuck with me. 
> 
> The line describing the Goblin as an agent of chaos is directly from The Dark Knight; it’s how the Joker describes himself to Batman.
> 
> Finally, May’s death was also inspired by a storyline in the comics. In Marvel Knights Vol. 1. 12, the Green Goblin kidnaps May and buries her alive in Ben’s coffin with a limited supply of oxygen, giving Peter a day to find her. He spends the whole day looking, but then the Goblin gives Peter a clue, saying May is not “down among the dead men,” and Peter figures it out in time and digs May out with minutes to spare. There’s a panel in the comic which shows an image of Peter with May in his arms in the graveyard, which is what inspired that final scene. You can see the image and read about that storyline here- https://cspn.us/2012/05/01/aunt-may-day/


	6. i look at you and see a friend

_I look at you and see a friend_

_I hope that's what you wanna be_

_Are we back now where_

_It all began?_

_Have you finally forgiven me?_

\- The Perishers, 'Sway'

…

_PRESENT DAY_

When he'd learned May was dead, Tony's first thought had been cancer, or maybe car accident _._ He'd never in a million years imagined it could be _kidnapped by supervillain and buried alive in dead husband's grave._ It was nauseating even to think about.

At a loss for words, Tony's chest felt tight when Steve finally trailed into a stilted silence. It was a full minute before he could work himself up to forming words, and when he did, they came out hoarse and cracked. "So...what happened, after?"

Steve rose quickly and walked over to the side table. He poured Tony a glass of water and handed it to him. Tony drank it, watching Steve carefully over the rim of the glass. The man looked drained and sad, the toll of the last several years clearly visible on his now-bearded face- which in itself was another jarring change. Seriously, what was with all the beards? First Happy, and now Steve?

He handed the glass back to Steve, who set it back down and took his seat again. "We brought May home. We cremated her and made a quiet announcement in the papers without revealing details of how she died." Steve leaned back in his chair wearily, his eyes flickering up to the ceiling. "Peter still has her ashes. I don't think he's figured out what to do with them yet. I think if she'd died any other way, he would have wanted to bury her next to Ben."

"Jesus, that's fucked up," Tony said, horrified. "And...the Goblin?"

"We couldn't find him," Steve glanced at Tony and then averted his eyes. "We tried, but he's impossible to track down when he goes underground. Actually, he hasn't been sighted at all since then- which is a good thing, because if we'd had to deal with him _and_ Thanos at the same time, I doubt any of us would be alive right now. I'll admit we probably could have looked for him a little longer than we did, but Scott showed up a few days after the funeral, and-"

"Who?"

"Oh, Scott Lang? You know, Ant-Man; he has a suit that can shrink which was designed by Hank Pym-"

"Oh, _that_ guy," Tony remembered. "So he's one of the Avengers now?"

"Not until very recently," Steve said. "He disappeared five years ago. Everyone assumed he'd been dusted like everyone else, but he was actually stuck in the quantum realm because the people who were supposed to pull him out got Snapped. He spent five years down there, but I guess time works differently down there, because he said it felt like five hours to him. He showed up at the front door one day, babbling about building a time machine and harnessing the power of the quantum realm. We didn't exactly need much convincing. Bruce and Peter have spent the last three months working on it."

"A time machine in three months? Color me impressed."

"Yeah," said Steve. "They were incredible...though of course, Peter thought they were working too slow. He kept insisting you would have managed it overnight."

"I would probably have laughed in the guy's face if he'd asked me to invent a time machine," Tony said. "That really shouldn't have been possible. I mean, the Deutsch Proposition and the Planck scale...I still can't _believe_ they managed it."

"Me either."

A slight pause.

"So it sounds like you guys have really been through the wringer lately," Tony remarked.

"It's been hell," Steve said bluntly. "All the attacks by the Green Goblin, then the fire at the gala, then losing May? And Peter hasn't even had time to mourn her, either. He had to jump straight into designing the time machine. Through all that, he was still running Stark Industries and trying to re-engineer BARF IX. He could never let any of that slide, you know? He tried so hard to make you proud."

"I _am_ proud," said Tony honestly, but he was also feeling terribly guilty again. "I shouldn't have put all this on him. Leaving him the company when he was so young- if I'd _known_ -"

"How could you have known?" Steve countered, shaking his head. "It's not like you intended for him to inherit Stark Industries at sixteen. None of us saw this coming, Tony, and besides who else could you have trusted with your company? We all helped where we could, but the plain truth is that there was nobody else but Peter who could have kept Stark Industries afloat after Thanos's attack."

They lapsed into a heavy silence. Surprisingly, it wasn't strained or angry. There was a palpable lack of tension between them which shouldn't have been possible given their history...but Tony could tell how much Steve cared for Peter, and that went a long way to softening his anger. "From the sound of it, you and Peter have become pretty close these last few years."

"We have, yeah."

"And yet he seemed all but ready to Hulk out on you this morning," Tony commented. "Not exactly a good look for the kid."

Steve pursed his lips, his face growing tight and unhappy. "You'll have to ask him about that."

"Cap, come on," said Tony, annoyed. "You gotta give me more than that."

"I'll only tell you what I told Rhodey," Steve said stubbornly. "It happened when we went back to get the Infinity Stones from 2012. I had to do something which it's going to take a long time for him to forgive me for."

So their falling out was only a few days old, Tony realized with surprise. He thought about the ebb and flow of anger and remorse between Peter and Steve this morning, the way Happy had tried to smooth things over between them without taking sides. "Does Happy know what happened?"

"Yeah, I told him. Right before we came here, actually." Something pained passed over Steve's face. "He had a right to know."

Tony's brow furrowed as he turned that over in his mind, and then he came to the obvious conclusion. "Because it has something to do with May _?"_

Steve's expression grew even more constrained. He lifted his shoulders in a stiff shrug, which was all the confirmation Tony needed. His mind whirled as he teased out this new information. Peter would have been ten when they'd gone back in 2012, living with his aunt and uncle in Queens. Tony wasn't sure how an adult, time traveling Peter could have crossed paths with May or the Parker family while trying to steal the Tesseract during the Battle of New York. He was dying to ask more questions, but the stubborn set to Steve's jaw made it clear he wasn't going to give any more details.

Suddenly, Steve sagged in his chair like a puppet with its strings cut. "It's been a nightmare, Tony. All of it, and now Nat's gone, too. She was always there, these last five years. She never stopped fighting, and now she's just _gone,_ and she didn't even get to see that we _won_ ; she didn't get to see Clint reunited with his family-" He broke off, close to tears. "Bruce said he tried to bring her and May back when he snapped his fingers. But it didn't work. They're both gone."

Tony felt a sharp stab of grief and regret. He hadn't met Natasha since the hangar in Germany, and he'd spent two years furious at her for walking away and siding with Steve. Now, that anger was dulled but still there, mixed in with sorrow and regret. The taste of unfinished business was very bitter in his mouth.

As if reading his mind, Steve said, "She always hated the fact that she never got a chance to make things right. She knew she hurt you when she switched sides like that. She did it because she wanted to avoid a bloodbath, but it didn't really prevent that, did it? And it still left you out in the cold. She didn't want that; neither of us did." He hesitated, then added, "I have a lot of regrets about that day too."

"For what, your half-assed apology?" Tony snapped. "Or for beating me half to death with the shield my _father_ built you?"

"Both," said Steve quietly. "I'm so sorry, Tony."

Tony stared at him, suddenly wrongfooted in the face of his sincerity. He didn't know what to say.

Steve exhaled sharply and shifted in his chair, leaning forwards to look Tony square in the face. "I'm sorry for everything that happened with Bucky," he repeated. "For choosing him, for losing sight of the fact that you were my friend too. Because you were, Tony. You always have been, and I _know_ I let you down. I let myself down. I was- I was grieving, I think. Peggy had just died, and Bucky was all I had left of home. I knew I wouldn't survive losing him too. I stopped thinking rationally, and you paid the price for it."

Tony had no idea how to react. As much as he'd wanted a real apology from Steve, he had never expected anything this frank or emotional. He and Steve didn't _do_ this. Tony knew how to argue and snark at him, but a heartfelt conversation like this? He was very tempted to play it off with a glib remark, but the seriousness of Steve's demeanor stopped him. Instead, he drew in a deep breath and asked the question that had haunted him since Siberia. "Why didn't you tell me about Barnes?"

"Because I didn't know it was him," said Steve. "Not for sure. I knew he was a Hydra agent, and I knew your parents were assassinated by a Hydra agent, but I didn't let myself look at it more closely and put the pieces together. It was cowardly, but I couldn't bear the thought of finding out he'd-" His voice fractured and he looked away briefly. "Howard was my friend too, you know? I didn't _want_ to find out that your parents died at the hands of the Winter Soldier."

"So you didn't actually know?" Tony asked in shock. "Why the hell would you say you did, then? I thought you'd actively _lied_ to me for years."

It had been the worst betrayal of all, shattering his image of Steve as a good and honest man who always tried to do the right thing. It had kept him from picking up the phone Steve had given him and calling him for _two years._

"I _did_ lie to you," Steve insisted. "Maybe not consciously, but I buried my head in the sand and refused to see the obvious, which is the same thing. I was a coward, and there's no excuse."

It wasn't quite the same thing as lying, though. In fact, it changed everything. Tony was well-acquainted with this particular brand of cowardice. He had spent years lying to himself, too, refusing to acknowledge the destructiveness of the weapons he had spent decades building until the day they literally exploded in his face.

"You were human," he said, and Steve's head snapped up, his expression stunned. "It happens to the best of us." He smirked and added, "Trust me, I would know."

Steve continued to stare at him in disbelief, and Tony shifted awkwardly. "What about Barnes? Is he around these days, or…?"

Steve hesitated, looking wary at the question. Tony understood why, but he really did want to know. Forgiving Steve was one thing, but Barnes was something else. He couldn't stomach the thought of the man who'd killed his parents walking freely around New York City, or worse, being welcomed as a fellow Avenger. He knew, deep down, that the Winter Soldier had not been in control of his actions that day, that he'd been brainwashed and tortured by Hydra, but that didn't change the fact that it had been Barnes' hands that had strangled the life out of his mom.

"He's in Wakanda," Steve answered. "He was dusted, too. He was at the Compound, fighting Thanos's army. Now that the battle is over he wants to lay low in Wakanda for a while so he can finally try to heal. I was-" Steve hesitated for a moment, then inhaled deeply as if bracing himself. "I was hoping to buy him a pair of BARF VIIIs, actually. If you're okay with that, I mean."

Tony's lips twisted in a furious scowl at the idea of being _okay_ with the Winter Soldier using the BARF technology Tony had first designed to reconnect with his own parents. He opened his mouth to angrily berate Steve for daring to suggest it, but the words got caught in his throat when he saw how the man shrank in on himself. At the sight of Steve's tired, defeated face, Tony had a startling moment of clarity. He realized he didn't _want_ to do this. He had lost the last five years, had nearly died twice, had almost been charbroiled to a crisp by gamma radiation. In the face of all that, staying bitter and angry seemed like more trouble than it was worth.

Besides, BARF VIII was already readily available to the public. Steve could have just ordered a pair of glasses online without Tony ever knowing the difference. The fact that he'd _asked_ was a sign of how hard he was trying to be as considerate. "Fine," he said at last, the words grudging but unmistakable.

Steve's face actually crumpled with relief and gratitude. He reached out and squeezed Tony's forearm. " _Thank you,_ Tony."

"Cap, are you seriously about to _cry_ right now?!" Tony exclaimed, half mocking and half alarmed. "You really internalized the whole sensitive metrosexual 21st century guy thing, didn't you. Of all the things to have picked up over the last five years..."

Steve huffed out a laugh, looking sheepish. "You have no idea. Believe it or not, I lead a grief counselling therapy group three days a week."

"You _what?_ Please tell me you're kidding, Rogers."

"It's actually been pretty helpful." Steve shrugged, still grinning. "It was Peter's idea."

Tony rolled his eyes. "Now _that_ I can believe."

They lapsed into silence. Tony thought again about Siberia and Germany and Ross, and the things he had overlooked in his anger. Steve wasn't the only one who'd made mistakes. It had taken them both to fracture the Avengers, and it felt wrong to Tony to leave his own regrets unspoken now that Steve had bared his soul like this.

"You're not the only one who fucked up, you know," he remarked in a light, flippant voice. "Surprise, surprise, Tony Stark _does_ still make mistakes. Who knew? I may have missed some of the fine print, with the Accords. Especially in regards to people like Peter."

"I know he was never registered," said Steve. "They declared the Accords as null two days after the Snap, to get us to come back and fix what Thanos did. I took a look at the list of superheroes who'd registered and Peter wasn't on it. Fury knew about him, but Ross never did."

"I would _never_ have given him to Ross," Tony said fiercely. "He was just a _child_ when all this started. I should never have involved him in the first place. I definitely never thought about him as _dangerous_ like we were. He would babble on about bike thieves and about rescuing cats from treetops. I thought he was powerful, but essentially harmless. The Accords were about holding the _Avengers_ accountable. I didn't consider what it would mean for people who _weren't_ like us, people who were like him. It was only later, when his identity could have been blown wide open by the Vulture with just a word, that I realized Peter was breaking the law by _not_ registering. And then I understood _why_ you were so against it. If Ross had ever gotten his hands on him…" Tony couldn't repress a shudder. "And there must have been others like him, too."

"Yeah, probably," Steve said, not bothering to sugarcoat it. "But thankfully, Ross was also focused pretty exclusively on getting to _us_ , too. Then Thanos happened, and the world needed us...and now it doesn't really matter anymore, does it? The Accords are in the past."

"Yeah."

Tony felt as though a burden he hadn't even been aware of until it was gone had been finally lifted from his shoulders. Without warning, weariness descended over him again like a tidal wave. He was reminded that he was still very ill, a few good, lucid hours notwithstanding. He found himself blinking slowly in exhaustion, sinking deeper into his pillows.

Steve settled back in his chair too, looking nearly as tired as Tony himself. His eyes slipped closed not long after Tony's.

When Pepper returned to the room a short time later, she stopped short, smiling in amazement at the sight of the two of them sound asleep and completely dead to the world.

…

Though Peter had run from Tony's room like a bat out of hell, it still wasn't fast enough for his enhanced senses not to catch Happy's choked confession to Tony. He reeled in shock at the new information, a sudden shakiness taking over his limbs and forcing him to slow down. He stumbled down two more flights of stairs and ducked into an unused conference room when he was sure they were completely out of earshot.

He sank into a chair and let the buzz of workplace conversations wash over him. He tried not to listen too closely to what his employees were saying, but his hearing was sharp enough that some of it filtered in anyway. There was an air of distraction hanging over the office as people kept bringing up the subject of their resurrected loved ones even as they tried valiantly to get their work done.

Peter couldn't exactly blame them for being preoccupied. He was surprised so many of them were even at work, given everything that had happened in the past week. Peter had been sitting there for about twenty minutes before Happy managed to track him down. He pushed the door open and took a seat right at Peter's side rather than across the table, as if wanting to stay close.

"You okay, kid?"

"Shouldn't I be asking you that?"

Happy blinked. "I'm fi-"

"I heard what you told Tony," Peter cut in. "I never knew you-I mean-" he stopped, his breathing going shaky. "You really had a ring picked out?"

Happy flinched, and his face went tight with pain. Then, to Peter's shock, he reached into his pocket and emerged with a velvet blue ring box. He laid it down on the conference table with slightly fumbling fingers.

Dazed, Peter flipped it open and took in the simple silver ring nestled inside. It had three, sparkling diamonds; a big one nestled between two smaller ones. It was exactly May's style; elegant and noticeable without crossing the line into ostentatious. "She would have loved it," he said. "How long have you been carrying this around, exactly?"

Happy looked embarrassed. "About seven months," he admitted. "It's an old habit, I guess."

 _Seven months_. Fuck, that meant he'd bought the ring four months before May's death and agonized over proposing for weeks and weeks. And then she'd been killed, and he'd _still_ kept it with him, as if he couldn't bear to be parted with it. Peter was stricken by the implications of that.

He berated himself for missing this. Happy had been a rock these past three months, stepping up and taking on extra responsibilities to give Peter the time he needed to work on inventing the time machine. In the past few days, he'd done even more than that, basically taking over Peter's job so he could spend uninterrupted time with his mentor. And all the while, Happy had been carrying _this_ around, and Peter hadn't even noticed how wrecked he was.

"She would have said yes," he told Happy. "You know that, right?"

Happy looked dubious, his gaze drifting down to the ring with a skeptical expression.

Peter said more forcefully, "She _would_ have, Happy. I'm sure of it. I know it took time for her to feel as strongly as you did, at the beginning. But that was a long time ago." It hurt to talk about her like this, in past tense. He'd been avoiding the subject entirely, just to spare himself the pain, but Happy needed to hear this. "You made her happier than I'd seen in years. And she would have been so happy to be married to you."

"I shouldn't have waited so long to ask," Happy said, his eyes still fixed fiercely on the ring.

Peter's throat tightened at the anguish in his voice. He reached out and laid a hand on his shoulder. "She still considered you family. For that matter, so do I."

Happy looked away from the ring at last, managing a watery smile. "Thanks, kid. Me too." He snapped the ring box closed and slipped it back in his pocket.

Then, he drew in a breath, shook off his distress, and fixed Peter with a steely expression. "So. About Steve."

Peter stiffened. "I don't want to talk about it."

"Peter, you know you're being unfair to him-"

"Happy, you have _no idea_ what he did, okay? So don't just-"

"Yeah, I do. He told me everything."

Peter's body jolted in surprise, and his mind suddenly pulled him back, back into the recent and still distant past, so that it was almost like he was standing once again on the corner of a half-destroyed street in Manhattan as the Battle of New York raged around them.

He could feel Steve's arms wrapping around him in an unyielding grip, pulling him further and further away, even as Peter screamed and pleaded with Steve to _please, please_ let him go. He'd fought Steve with everything he had, using all his enhanced strength, cursing and kicking and furious, but Captain America was stronger. He'd pinned Peter's arms against his body in an unrelenting, vice-like grasp as he said over and over again, _"I can't, I'm sorry, I can't, we can't risk it, I'm so sorry, Peter."_

"Kid?" Happy's voice came from a great distance, and Peter wrenched himself back to the present.

"He actually told you?" Peter was caught between disbelief and rising anger. He didn't _want_ to have this conversation; he'd explicitly _told_ Steve not to say anything-

"You can't be mad at him for telling me, Peter," Happy said. "It was May. I had a right to know."

Peter felt shame mixing in with his anger as the words hit home. "You're right, I'm sorry. I should have-"

"Never mind that," Happy waved off the apology. "I'm worried about you, Peter. I know what he did was awful, but the way you've been handling this, by pushing him away and _blaming_ him-"

"I really _don't_ want to talk about this, Happy," Peter said sharply. "It's between me and Steve. So drop it. Please. You said something earlier about an emergency board meeting tomorrow?"

Happy wavered for a moment, clearly displeased at being shut down like this, but he followed Peter's lead and allowed the conversation to be steered to business matters. He spent the next hour debriefing Peter on everything he'd missed over the last few days, and they tried to prioritize the most pressing issues and concerns.

Happy already had a few ideas about how to reabsorb the five hundred resurrected SI employees who'd shown up at their door needing jobs and help and shelter. Peter went over his plans and added his own suggestions.

They also talked about the resurrected shareholders who were demanding their stake in the company back. It was a mess, but there was little they could do about it- legally, it was unprecedented.

Peter gave the order to scale up production on all the BARF models they had in production. The world was reeling with trauma again, and it was only a matter of time before the demand skyrocketed again. He only hoped that this mess wouldn't lead to _yet another_ delay in his BARF IX product launch.

By the time they wrapped up, it was past 1:00 pm. Happy placed an order for Chinese food and then insisted on marching Peter up to his penthouse apartment, pushing him in the direction of the bathroom with a stern order to take a shower.

Peter hadn't showered since the day before yesterday, so he didn't protest. It felt good to stand under the hot spray, and he lingered there for a long time. It felt good to be taken care of like this, and he felt a pang of gratitude for Happy.

When he emerged from his bedroom, there was a huge spread of food laid out on the kitchen table- orange chicken, crab rangoons, stir fried vegetables, beef broccoli and mounds of white rice. Suddenly ravenous for the first time in days, Peter hurried over to the table and tucked in with gusto. He said little over the next thirty minutes, focused on enjoying his meal.

As he ate, he noticed Happy repeatedly checking his phone, a slight grimace on his face which grew more pronounced every time it buzzed with a new message. It was a little out of character for the Happy to be glued to his phone in the middle of a meal. At one point, Happy actually started to type out a one-handed reply with his left hand.

Peter set down his chopsticks and levelled him with a searching look. "Alright, spill. Who's been texting you all day? Is something wrong?"

"Not...exactly," Happy said, hedging. "Well, not _more_ wrong than anything else is these days; it's just something that needs to be...dealt with."

" _Dealt with?"_ Peter repeated in alarm.

"Not like that," Happy hastened to assure him. "It's not anything bad, I promise. It's your friend Ned Leeds from high school."

 _What?_ All the breath rushed out of Peter's lungs at the sound of that name, now, so many years after Peter had lost him and grieved for him. He gaped at Happy, speechless.

"He's back now, and he's been trying to get a hold of you," Happy continued. "He still had my number saved, so he called me when your old one didn't work."

"Is he okay?" Peter asked. "I can't believe I didn't even _think_ of it- does he need a place to stay? Money? Are his parents-?"

"No, they're fine," Happy broke in. "His parents were never Snapped, so he has a roof over his head and he's doing okay financially. So is your friend Michelle Jones, by the way; I checked on them both. It's just-" Happy stopped and shrugged helplessly. "The kid's been texting and calling for _days_ , Peter. He really wants to see his friend. And I think you should."

Peter sat there, stunned, remembering his sixteen-year-old best friend. The last time they'd seen each other, he'd been a teenager himself, asking Ned to cover for him when he bailed on the field trip to MOMA. He remembered building Lego Death Stars with Ned in his tiny Queens apartment, and how excited his friend always sounded when he was playing his self-appointed role of _Guy in the Chair._

It felt like a lifetime ago, now, and so much had happened in the intervening years. He hadn't even _thought_ about Ned or MJ once in the past week, and what did that say about him? He should have known they would also have been Blipped back. The guilt of his oversight sat heavily on him.

What if they didn't like who he was now? Especially Ned, who'd known him far longer than MJ. What if Peter seemed distant, too worn down, or too-? And yet, Peter knew he couldn't say no. He knew what it felt like to suddenly lose everything at sixteen, and he couldn't walk away from Ned now.

Happy's phone began to vibrate again, a phone call this time, and Happy pushed it towards him across the kitchen table, prodding him with his eyes. Peter could see _Ned Leeds_ flashing across the screen.

With shaky fingers, he swiped his thumb across the screen and brought the phone up to his ear. "Hello?" he said.

…

TBC...

_Up Next:_

_Peter wondered again if he should have chosen a different meeting place. He was used to dining in places like this now. It was easier to guarantee his privacy here than if he'd chosen something less upscale and fancy, but he couldn't help but wonder how this would look to Ned._

_It was yet another indicator of how much things had changed._

_..._

**Notes for the Chapter:**

> According to my Google research on engagement ring types, the three stone or three prong setting is a somewhat unusual choice which symbolizes a couple's past, present and future. I thought that was very fitting for Happy and May.
> 
> Also, Happy New Year, everyone! I've been so grateful for fic this year, for the distraction and the community and the creative outlet it gave me when I needed it the most. It's been 17 years since I found this world, and I will never stop being grateful. I hope you're all doing well and staying safe.


End file.
